Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) From the date of this Agreement through the Closing Date, ML or Sovereign, as the case may be, shall afford to, and shall cause each ML Subsidiary or Sovereign Subsidiary to afford to, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of ML and Sovereign will furnish any person making such investigation on behalf of the other party with such financial and operating data and other information with respect to the businesses, properties, assets, books and records and personnel as the person making such investigation shall from time to time reasonably request. (b) ML and Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, ML shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of ML and the ML Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any decision-making authority with respect to such matters. Sovereign shall have the right, however, at Sovereign's expense, to cause ML or any ML Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and ML, of the assets or property securing any loan made by ML or any ML Subsidiary, with a principal balance of $1.0 million or more. (d) All information furnished to Sovereign by ML or by ML to Sovereign previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be held in confidence to the extent required by, and in accordance with, the

Access; Confidentiality. (a) From the date of this Agreement through the Closing Date, ML Waypoint or Sovereign, as the case may be, shall afford to, and shall cause each ML Waypoint Subsidiary or Sovereign Subsidiary to afford to, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable during normal business hours and after reasonable notice; and the officers of ML Waypoint and Sovereign will furnish any person making such investigation on behalf of the other party with such financial and operating data and other information with respect to the businesses, properties, assets, books and records and personnel as the person making such investigation shall from time to time reasonably request. (b) ML Waypoint and Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, ML Waypoint shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs workouts, investments, derivatives, and other asset/liability activities of ML Waypoint and the ML Subsidiariesany Waypoint Subsidiary, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any final decision-making authority with respect to such matters. Sovereign shall have the right, however, at Sovereign's expense, to cause ML or any ML Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and ML, of the assets or property securing any loan made by ML or any ML Subsidiary, with a principal balance of $1.0 million or more. (d) All Prior to the Effective Time, Waypoint and Sovereign shall hold in confidence all confidential information furnished of the other party on the terms and subject to Sovereign by ML or by ML to Sovereign the conditions contained in the previously in connection with executed confidentiality agreements. If the transactions contemplated by this Agreement or pursuant hereto shall not be held in confidence completed, Waypoint and Sovereign will continue to comply with the extent required by, and in accordance with, theterms of such confidentiality agreements.

Access; Confidentiality. (a) From the date of this Agreement through the Closing Date, ML First Essex or Sovereign, as the case may be, shall afford to, and shall cause each ML First Essex Subsidiary or Sovereign Subsidiary to afford to, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of ML First Essex and Sovereign will furnish any person making such investigation on behalf of the other party with such financial and operating data and other information with respect to the businesses, properties, assets, books and records and personnel as the person making such investigation shall from time to time reasonably request. (b) ML First Essex and Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, ML First Essex shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs workouts with respect to any loan in excess of ML $1 million, investments, derivatives, and other asset/liability activities of First Essex and the ML First Essex Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any final decision-making authority with respect to such matters. Sovereign shall have the right, however, at Sovereign's expense, to cause ML or any ML Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and ML, of the assets or property securing any loan made by ML or any ML Subsidiary, with a principal balance of $1.0 million or more. (d) All information furnished to Sovereign by ML or by ML to Sovereign previously in connection with If the transactions contemplated by this Agreement or pursuant hereto shall not be held in confidence consummated, First Essex and Sovereign will continue to comply with the extent required byterms of the confidentiality agreements dated September 17, 2002 and in accordance withSeptember 20, the2002, respectively.

Access; Confidentiality. (a) From Through the date of this Agreement through the Closing DateEffective Time, ML or Sovereign, as the case may be, each party hereto shall afford toto the other, and shall cause each ML Subsidiary or Sovereign Subsidiary to afford to, the other party and including its authorized agents and representativesRepresentatives, complete reasonable access to their respective its and its Subsidiaries’ businesses, properties, assets, books and records records, and personnel, at reasonable hours and after reasonable notice; and the officers of ML and Sovereign will each party shall furnish any person making such investigation on behalf of the other party making such investigation, including its authorized agents and Representatives, with such financial and operating data and other information with respect to the such businesses, properties, assets, books and records records, and personnel as the person party making such investigation investigation, or its authorized agents and Representatives, shall from time to time reasonably request. (b) ML . Each party hereto agrees that it and Sovereign each agree to its authorized agents and Representatives will conduct such investigation and discussions hereunder in a confidential manner and otherwise in a manner so as not to interfere unreasonably with the other party’s normal operations and customer and employee relationships relationships. Notwithstanding the foregoing, neither party shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of its customers, jeopardize the attorney-client privilege of the other party. (c) In addition entity in possession or control of such information, or contravene any Law or binding agreement entered into prior to the access permitted by subparagraph (a) above, from the date of this Agreement through Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Closing Date, ML shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of ML and the ML Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any decision-making authority with respect to such matters. Sovereign shall have the right, however, at Sovereign's expense, to cause ML or any ML Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and ML, restrictions of the assets or property securing any loan made by ML or any ML Subsidiary, with a principal balance of $1.0 million or moreprevious sentence apply. (db) All Each party agrees that it will not, and will cause its Representatives not to, use any information furnished obtained pursuant to Sovereign by ML or by ML this Section 5.4 (as well as any other information obtained prior to Sovereign previously the date hereof in connection with entering into this Agreement) for any purpose unrelated to the transactions contemplated by this Agreement or pursuant consummation of the Contemplated Transactions. The parties hereto shall be held hold all information obtained pursuant to this Section 5.4 (as well as any other information obtained prior to the date hereof in connection with entering into this Agreement) in confidence to the extent required by, and in accordance with, thethe provisions of the Confidentiality Agreement, which is incorporated herein by reference. The parties hereto agree that such Confidentiality Agreement shall continue in accordance with its terms, notwithstanding the termination of this Agreement.

Access; Confidentiality. (a) From the date of this Agreement through the Closing Date, ML First Home or Sovereign, as the case may be, shall afford to, and shall cause each ML First Home Subsidiary or Sovereign Subsidiary to afford to, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of ML First Home and Sovereign will furnish any person making such investigation on behalf of the other party with such financial and operating data and other information with respect to the businesses, properties, assets, books and records and personnel as the person making such investigation shall from time to time reasonably request. (b) ML First Home and Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, ML First Home shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of ML First Home and the ML First Home Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any final decision-making authority with respect to such matters. Sovereign shall have the right, however, at Sovereign's expense, to cause ML First Home or any ML First Home Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and MLFirst Home, of the assets or property securing any loan made by ML First Home or any ML First Home Subsidiary, with a principal balance of $1.0 million 500,000 or more. (d) All information furnished to Sovereign by ML or by ML to Sovereign previously in connection with If the transactions contemplated by this Agreement shall not be consummated, First Home and Sovereign will each destroy or return all documents and records obtained from the other party or its representatives, during the course of its investigation and will cause all information with respect to the other party obtained pursuant hereto shall to this Agreement or preliminarily thereto to be held in confidence kept confidential, except to the extent required by, such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and in accordance with, theexcept to the extent disclosure of any such information is legally required. First Home and Sovereign shall each give prompt notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) From the date of this Agreement through the Closing Date, ML Peoples or Sovereign, as the case may be, shall afford to, and shall cause each ML Peoples Subsidiary or Sovereign Subsidiary to afford to, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of ML Peoples and Sovereign will furnish any person making such investigation on behalf of the other party with such financial and operating data and other information with respect to the businesses, properties, assets, books and records and personnel as the person making such investigation shall from time to time reasonably request. (b) ML Peoples and Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, ML Peoples shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of ML Peoples and the ML Peoples Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any final decision-making authority with respect to such matters. Sovereign shall have the right, however, at Sovereign's expense, to cause ML or any ML Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and ML, of the assets or property securing any loan made by ML or any ML Subsidiary, with a principal balance of $1.0 million or more. (d) All information furnished to Sovereign by ML or by ML to Sovereign previously in connection with If the transactions contemplated by this Agreement shall not be consummated, Peoples and Sovereign will comply with the terms of the confidentiality agreement dated August 28, 1998 and each destroy or return all documents and records obtained from the other party or its representatives, during the course of its investigation and will cause all information with respect to the other party obtained pursuant hereto shall to this Agreement or preliminarily thereto to be held in confidence kept confidential, except to the extent required by, such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and in accordance with, theexcept to the extent disclosure of any such information is legally required. Peoples and Sovereign shall each give prompt notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) From Between the date of this Agreement through and the Closing Date, ML or Sovereign, as the case may be, shall afford to, and shall cause each ML Subsidiary or Sovereign Subsidiary to afford toClosing, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of ML and Sovereign will Company shall furnish any person making such investigation on behalf of the other party Purchaser with such financial and operating data and other information with respect to the businesses, properties, assets, books and records and personnel as the person making such investigation shall Purchaser may from time to time reasonably request. (b) ML and Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships The provisions of the Confidentiality Agreement shall remain binding and in full force and effect until the termination thereof in accordance with the termination provision set forth therein, except that the Confidentiality Agreement shall not apply to any documents prepared in connection with or proceeding before or filed with, or other party. (c) In addition disclosure made to, a court, arbitration tribunal or mediation service in order to enforce the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, ML shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of ML and the ML Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign Company's or any Sovereign employee any decision-making authority with respect to such matters. Sovereign shall have the right, however, at SovereignPurchaser's expense, to cause ML or any ML Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and ML, of the assets or property securing any loan made by ML or any ML Subsidiary, with a principal balance of $1.0 million or more. (d) All information furnished to Sovereign by ML or by ML to Sovereign previously rights arising in connection with the transactions contemplated by termination of this Agreement pursuant to Section 7.2. The information contained herein, in the Disclosure Schedule or delivered to the Company or Purchaser or their respective authorized representatives pursuant hereto shall be held in confidence subject to the extent required byConfidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference. Except as otherwise provided herein, each of the Company and the Purchaser shall, and shall cause consultants, advisors and representatives of itself and each of its respective Subsidiaries to, treat after the date hereof as strictly confidential (unless compelled to disclose by judicial or administrative process or, in accordance withthe opinion of legal counsel, theby other requirements of law) the terms of this Agreement and all nonpublic, confidential or proprietary information concerning the other party providing the Information, and each of the Company and the Purchaser shall not, and shall cause consultants, advisors and representatives of itself and each of its respective Subsidiaries not to, after the date hereof, use such Information to the detriment of the other party providing the Information.

Access; Confidentiality. (a) From the date of this Agreement through the Closing Date, ML Carnegie or Sovereign, as the case may be, shall afford to, and shall cause each ML Carnegie Subsidiary or Sovereign Subsidiary to afford to, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of ML Carnegie and Sovereign will furnish any person making such investigation on behalf of the other party with such financial and operating data and other information with respect to the businesses, properties, assets, books and records and personnel as the person making such investigation shall from time to time reasonably request. (b) ML Carnegie and Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, ML Carnegie shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of ML Carnegie and the ML SubsidiariesCarnegie Subsidiaries in an individual amount in excess of $250,000, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any final decision-making authority with respect to such matters. Sovereign shall have the right, however, at Sovereign's expense, to cause ML Carnegie or any ML Carnegie Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and MLCarnegie, of the assets or property securing any loan made by ML Carnegie or any ML Carnegie Subsidiary, with a principal balance of $1.0 million or more. (d) All information furnished to Sovereign by ML or by ML to Sovereign previously in connection with If the transactions contemplated by this Agreement shall not be consummated, Carnegie and Sovereign will each destroy or return all documents and records obtained from the other party or its representatives, during the course of its investigation and will cause all information with respect to the other party obtained pursuant hereto shall to this Agreement or preliminarily thereto to be held in confidence kept confidential, except to the extent required by, such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and in accordance with, theexcept to the extent disclosure of any such information is legally required. Carnegie and Sovereign shall each give prompt notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) From the date of this Agreement through the Closing Date, ML Merchants or SovereignFirst Leesport, as the case may be, shall afford to, and shall cause each ML Subsidiary or Sovereign Subsidiary of its Subsidiaries to afford to, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable noticenotice for the purpose of undertaking a comprehensive due diligence investigation; and the officers of ML Merchants and Sovereign First Leesport will furnish any person making such investigation on behalf of the other party with such financial and operating data and other information with respect to the businesses, properties, assets, books and records and personnel as the person making such investigation shall from time to time reasonably request. (b) ML Merchants and Sovereign First Leesport each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, ML MBP shall permit employees of Sovereign FNBL reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of ML and the ML Subsidiariesouts, provided that nothing contained in this subparagraph shall be construed to grant Sovereign FNBL or any Sovereign employee of its employees any final decision-making authority with respect to such matters. Sovereign shall have the right, however, at Sovereign's expense, to cause ML or any ML Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and ML, of the assets or property securing any loan made by ML or any ML Subsidiary, with a principal balance of $1.0 million or more. (d) All information furnished to Sovereign by ML or by ML to Sovereign previously in connection with If the transactions contemplated by this Agreement shall not be consummated, Merchants and First Leesport will each destroy or return all documents and records obtained from the other party or its representatives, during the course of its investigation and will cause all information with respect to the other party obtained pursuant hereto shall to this Agreement or preliminarily thereto to be held in confidence kept confidential, except to the extent required by, such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and in accordance with, theexcept to the extent disclosure of any such information is legally required. Merchants and First Leesport shall each give prompt notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) From the date of this Agreement through the Closing Date, ML First Essex or Sovereign, as the case may be, shall afford to, and shall cause each ML First Essex Subsidiary or Sovereign Subsidiary to afford to, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of ML First Essex and Sovereign will furnish any person making such investigation on behalf of the other party with such financial and operating data and other information with respect 58 to the businesses, properties, assets, books and records and personnel as the person making such investigation shall from time to time reasonably request. (b) ML First Essex and Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, ML First Essex shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs workouts with respect to any loan in excess of ML $1 million, investments, derivatives, and other asset/liability activities of First Essex and the ML First Essex Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any final decision-making authority with respect to such matters. Sovereign shall have the right, however, at Sovereign's expense, to cause ML or any ML Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and ML, of the assets or property securing any loan made by ML or any ML Subsidiary, with a principal balance of $1.0 million or more. (d) All information furnished to Sovereign by ML or by ML to Sovereign previously in connection with If the transactions contemplated by this Agreement or pursuant hereto shall not be held in confidence consummated, First Essex and Sovereign will continue to comply with the extent required byterms of the confidentiality agreements dated September 17, 2002 and in accordance withSeptember 20, the2002, respectively.

Access; Confidentiality. (a) From the date of this Agreement through the Closing Date, ML First Home or Sovereign, as the case may be, shall afford to, and shall cause each ML First Home Subsidiary or Sovereign Subsidiary to afford to, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of ML First Home and Sovereign will furnish any person making such investigation on behalf of the other party with such financial and operating data and other information with respect to the businesses, properties, assets, books and records and personnel as the person making such investigation shall from time to time reasonably request. (b) ML First Home and Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, ML First Home shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of ML First Home and the ML First Home Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any final decision-making authority with respect to such matters. Sovereign shall have the right, however, at Sovereign's expense, to cause ML First Home or any ML First Home Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and MLFirst Home, of the assets or property securing any loan made by ML First Home or any ML First Home Subsidiary, with a principal balance of $1.0 million 500,000 or more. (d) All information furnished to Sovereign by ML or by ML to Sovereign previously in connection with If the transactions contemplated by this Agreement shall not be consummated, First Home and Sovereign will each destroy or return all documents and records obtained from the other party or its representatives, during the course of its investigation and will cause all information with respect to the other party obtained pursuant hereto shall to this Agreement or preliminarily thereto to be held in confidence kept confidential, except to the extent required by, such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and in accordance with, theexcept to the extent disclosure of any such information is legally required. First Home and Sovereign shall each give prompt notice to the other party of any contemplated disclosure where such disclosure is so legally required. A-26

Access; Confidentiality. (a) From the date of this Agreement through the Closing Date, ML or Sovereign, as the case may be, shall afford to, and shall cause each ML Subsidiary or Sovereign Subsidiary to afford to, the other party and its authorized agents and representatives, complete access to their respective properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of ML and Sovereign will furnish any person making such investigation on behalf of the other party with such financial and operating data and other information with respect to the businesses, properties, assets, books and records and personnel as the person making such investigation shall from time to time reasonably request. (b) ML and Sovereign each agree to conduct such investigation and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, ML shall permit employees of Sovereign reasonable access to and participation in matters relating to problem loans, loan restructurings and loan work-outs of ML and the ML Subsidiaries, provided that nothing contained in this subparagraph shall be construed to grant Sovereign or any Sovereign employee any decision-making authority with respect to such matters. Sovereign shall have the right, however, at Sovereign's expense, to cause ML or any ML Subsidiary to obtain an appraisal by an independent third party experienced in such matters, and mutually satisfactory to Sovereign and ML, of the assets or property securing any loan made by ML or any ML Subsidiary, with a principal balance of $1.0 million or more. (d) All information furnished to Sovereign by ML or by ML to Sovereign previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be held in confidence to the extent required by, and in accordance with, thethe confidentiality agreements, dated August 20, 1997, between ML and Sovereign (the "Confidentiality Agreements").