Common use of Access; Information Clause in Contracts

Access; Information. (a) Each of the Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company FWB and the Acquiror SFG agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company PNB and the Acquiror Western agrees that upon reasonable notice notice, and subject to applicable laws relating to the exchange of information, it each party shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any the requesting party may reasonably request and, during such period, it the providing party shall furnish promptly to such other the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other requesting party may reasonably request. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains providing party, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company ParentCo, GDSC and the Acquiror DCA agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it each party shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any the requesting party may reasonably request and, during such period, it the providing party shall furnish promptly to such other the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other requesting party may reasonably request. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 SECTION 8.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 SECTION 8.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains providing party, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the The Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Parent and the other partyParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of the Company and the Company Bank and to such other information relating to the Company or the Company Bank as any party Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Parent all other information concerning the business, properties and personnel of it the Company or the Company Bank as the other Parent may reasonably request. (b) Each Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the Acquiror Company may reasonably request. (c) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this AgreementTransactions.

Access; Information. (a) Each of the Company and the Acquiror Camco agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party First Place and the other party's First Place’s officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of Camco and to such other information relating to Camco as any party First Place may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) First Place all other information concerning the business, properties and personnel of Camco as First Place may reasonably request, subject to applicable law. (b) First Place agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Camco and its authorized representatives such access during normal business hours to First Place’s personnel and to such other information relating to First Place as the other Camco may reasonably request, and, during such period, it shall furnish promptly to Camco all information that Camco may reasonably request. (bc) Each of the Company and the Acquiror Party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.6 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of law, each party will Party shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.6 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such partyParty without being disclosed pursuant to any other confidentiality agreement, (ii) becomes available to such party Party from other sources not known by such party Party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party Party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Merger shall otherwise fail to be consummated, each party Party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which Party that furnished the same. No investigation by either party any Party of the business and affairs of the any other Party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's any Party’s obligation to consummate the transactions contemplated by this AgreementMerger.

Access; Information. (a) Each of the Company ▇▇▇▇▇▇ and the Acquiror Mutual First agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representativesRepresentatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company ▇▇▇▇▇▇ and the Acquiror Mutual First agrees that it will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company and the Acquiror agrees The Parties agree that upon reasonable notice and subject to applicable laws Laws relating to the exchange of informationinformation and in each case subject to the requirements that such requests or access shall not unreasonably interfere with the business or operations of the Party, it shall afford the other party Party and the other party's its officers, employees, counsel, accountants and other authorized representatives, such representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), propertiesContracts, properties and personnel and to such other information as any party such other Party may reasonably request and, during such period, it the Parties shall furnish to other Party promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the its business, properties and personnel of it as the other Party may reasonably request. (b) The Company agrees that, subject to applicable Laws, it shall cooperate in good faith with Parent on preparing for the development of mutually agreed operating issues to be implemented after the Effective Time, which the Parties agree have priority including assisting in developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (c) Each of the Company and the Acquiror Party agrees that it will notwill, and will cause its representatives not to, use hold any information obtained pursuant to this Section 5.05 for any purpose unrelated to 5.07 in accordance with the consummation terms of the transactions contemplated by this Confidentiality Agreement. Subject to , dated as of December 30, 2014 (the requirements of law“Confidentiality Agreement”), each party will keep confidential, between Parent and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information the Company. (id) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party Party of the business and affairs of the other Party or its Subsidiaries shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's such Party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company Three Rivers and the Acquiror Sky agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company and the Acquiror agrees that A. Except as prohibited by any Legal Requirement, upon reasonable notice from the other Party, each Party will (and subject to applicable laws relating to the exchange will cause each of information, it shall its Subsidiaries to): (i) afford the other party Party and the other party's officers, its employees, officers and authorized Representatives (including legal counsel, accountants and other authorized representativesconsultants) full access to its properties, such access books and records (and those of its Subsidiaries) during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to so that such other information Party may have the opportunity to make such reasonable investigation as any party may reasonably request and, during it will desire to make of the affairs of such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule Party and other document filed by it pursuant to the requirements of federal or state securities or banking lawsits Subsidiaries, and (ii) all furnish such other Party with such additional financial and operating data and other information concerning as to its business and properties as such other Party may, from time to time, reasonably request. Neither Party nor any of its Subsidiaries will be required to afford access to or disclose information that would jeopardize attorney-client privilege (after giving due consideration to the businessexistence of any common interest, properties and personnel of it joint defense or similar agreement between the parties), contravene any binding arrangement with any third party or violate any Legal Requirement. The parties will make appropriate substitute arrangements in circumstances where the previous sentence applies. B. As soon as practicable after they become available, each Party will deliver or make available to the other may reasonably requestParty all unaudited monthly and quarterly financial information prepared for the internal use of management of such Party and all Consolidated Reports of Condition and Income filed by such Party and its Subsidiary(ies) after the date of this Agreement. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound C. No access or investigation by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party Party of the business and affairs of the other shall Party under this Section 7.06 or otherwise will affect or be deemed to modify or waive any representation, warranty, covenant or agreement of such other Party in this Agreement or any Schedule delivered in accordance with this Agreement, or the conditions to either party's the Party’s obligation to consummate the transactions contemplated by this Agreement, or any remedies available to the Party under this Agreement.

Access; Information. (a) Each of the Company CMS and the Acquiror agrees Customers agree that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, it each shall afford the other party and the other party's their respective officers, employees, counsel, accountants and other authorized representatives, such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party each may reasonably request and, during such period, it shall furnish promptly to such the other party (i) a copy of each material report, schedule schedule, application, notice and other document filed by it pursuant to the requirements of federal or state securities or banking lawsLaws, and (ii) all other information concerning the business, properties and personnel of it such party as the other party may reasonably request. In no event, however, shall CMS or Customers be obligated to (i) provide access or disclose any information to the other where such access or disclosure would violate any agreement not to disclose confidential information; or (ii) provide access to board minutes that discuss the transactions contemplated by this Agreement, any Acquisition Proposal or any other subject matter such party reasonably determines should be treated as confidential. (b) Each of the Company CMS and the Acquiror Customers agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of lawLaw, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each of CMS and Customers shall cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each of CMS and Customers will promptly notify the other party of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable Law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any of its Subsidiaries. Without limiting the foregoing, senior officers of CMS and Customers shall meet on a reasonably regular basis (expected to be at least monthly) to review the financial and operational affairs of CMS and Customers and their Subsidiaries, in accordance with applicable law, and each party shall give due consideration to the other’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Customers nor any of its Subsidiaries shall under any circumstance be permitted to exercise control of CMS or any of its Subsidiaries prior to the Effective Time. (d) Representatives of Customers Bank and CMS Bank shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems used by CMS Bank to those used by Customers Bank, or vice versa, which planning shall include, but not be limited to, discussion of the possible termination by Customers Bank or CMS Bank of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Customers Bank or CMS Bank in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services. Neither Customers Bank nor CMS Bank shall be obligated to take any such action prior to the Effective Time and, unless otherwise agreed by Customers Bank and CMS Bank, no conversion shall take place prior to the Effective Time. In the event that CMS Bank takes, at the request of Customers Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Customers Bank shall indemnify CMS Bank for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Parent Merger is not consummated for any reason other than a breach of this Agreement by CMS.

Access; Information. (a) Each of the Company Fed One and the Acquiror United agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company Central and the Acquiror Wachovia agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (aA) Each of the Company and the Acquiror agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of informationnotice, it shall will afford the other party hereto, and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period prior to the Merger Effective Time Date to the all of its properties, books, contracts, commitments and records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such the other party hereto, (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities banking or banking other laws, and (ii) all other information concerning the its business, properties and personnel of it as the other parties hereto may reasonably request. No party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client or similar privilege with respect to such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date hereof. The parties will use their reasonable best efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. (bB) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained No investigation pursuant to this Section 5.05 for 5.3 by any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement in this Agreement, warranty made by any other party hereto or the conditions to either party's the obligation of the first party to consummate the transactions contemplated by this AgreementPlan; and each party hereto will not use any information obtained pursuant to this Section 5.3 for any purpose unrelated to this Plan, the consummation of the transactions contemplated hereby and, if the Merger is not consummated, will hold all information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by such party or as it is advised by counsel that any such information or document is required by law to be disclosed, and in the event of the termination of this Plan, each party will, upon request by the other party, deliver to the other all documents so obtained by it or destroy such documents.

Access; Information. (a) Each of the Company MNB and the Acquiror SFG agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, MNB shall promptly furnish SFG with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the The Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Parent and the other partyParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as any party Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel of it as the other Parent may reasonably request. (b) Each Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the Acquiror Company may reasonably request. (c) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company Premier and the Acquiror United agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's ’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as, the same shall become available. (d) The provisions of this Section 7.05 are in addition to, and not in lieu of, that certain letter agreement dated January 9, 2007, between the parties (the “Letter Agreement”), the terms of which are hereby specifically confirmed.

Access; Information. (a) Each of the Company FNB and the Acquiror agrees Granite each agree that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, it shall afford the other party and the such other party's ’s officers, employees, counsel, accountants and other authorized representatives, such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, contracts, commitments and records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party FNB or Granite, as the case may be, may reasonably request and, during such period, it shall furnish promptly to such other the requesting party (i) a copy of each material report, schedule and other document such party has filed by it or received pursuant to the requirements of federal or state securities or banking laws, or lending, financing or leasing or consumer finance or protection laws and (ii) all other information concerning the such party’s business, properties and personnel of it as the other party may reasonably request. In no event, however, is either FNB or Granite obligated to (i) provide access or disclose any information to the other party where such access or disclosure would violate any agreement not to disclose confidential information, or (ii) provide access to board minutes that discuss the transactions contemplated by this Agreement, any Acquisition Proposal or any other subject matter the party receiving such request reasonably determines should be treated as confidential. (b) Each of the Company FNB and the Acquiror Granite agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 5.07 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of lawapplicable Law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 5.07 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) Each of FNB and Granite will promptly notify the other of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable Law, of any material governmental communications or notices or governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any of its Subsidiaries.

Access; Information. (a) Each of Parent and the Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party party, and the other party's ’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the business, properties and personnel of it as the other may reasonably request; provided that the foregoing shall not require Parent or the Company (A) to permit any inspection, or to disclose any information, that in the reasonable judgment of Parent or the Company, as the case may be, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if Parent or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (B) to disclose any privileged information of Parent or the Company, as the case may be, or any of its subsidiaries. All requests for information made pursuant to this Section 5.5 shall be directed to an executive officer of Parent or the Company, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the providing party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that If this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished other party, except to the same. No investigation by either party of the business and affairs of the other shall affect or extent such action would be deemed to modify or waive any representationinconsistent with applicable law, warrantyregulation, covenant or agreement in this Agreementlegal process, or the conditions to either applicable party's obligation to consummate the transactions contemplated by this Agreement’s internal policies and procedures.

Access; Information. (a) Each of the Company Century and the Acquiror United agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available. (d) The provisions of this Section 7.05 are in addition to, and not in lieu of, that certain letter agreement dated May 24, 2001 between the parties (the "Letter Agreement"), the terms of which are hereby specifically confirmed.

Access; Information. (a) Each of the Company Virginia Commerce and the Acquiror Buyer agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's ’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. Neither Buyer or its Subsidiaries nor Virginia Commerce or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of Buyer, Virginia Commerce or their respective Subsidiaries, as the case may be, or contravene any applicable law or regulation or binding contract, agreement or arrangement entered into prior to the date of this Agreement; and in any such event, the parties will make appropriate substitute disclosure arrangements. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Merger and the other transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the The Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Parent and the other party's Parent’s officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and Tax Returns, work papers of independent auditors, depository trends and loan files), properties, properties and personnel and to such other information as any party Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel of it as the other Parent may reasonably request. (b) Each Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent’s personnel as the Acquiror Company may reasonably request and to such information relating to Parent as the Company may reasonably request. (c) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the The Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, for the purposes of consummating the Merger and the other transactions contemplated hereby and of planning the subsequent integration of the businesses and operations of the Company and its Subsidiaries with those of Parent and its Subsidiaries, it shall afford the other party Parent and the other party's officers, employees, counsel, accountants and other authorized representatives, its Representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and Representatives of the Company and to such other information as any party Parent may reasonably request and, during such period, it shall furnish promptly to such other party Parent (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities the Securities Laws or banking laws, or insurance laws and (ii) all other information concerning the business, properties properties, technology, systems, products, operations and personnel of it as the other Parent may reasonably request. (b) Each of Parent and the Company and agrees that, for three years after the Acquiror agrees that date hereof, it will not, and will cause its representatives subsidiaries and its or their Representatives not to, use any information obtained pursuant to this Section 5.05 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of applicable law, each party will of Parent and the Company shall keep confidential, and will shall cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.05, unless such information (i) was already known to such partyparty (other than from a source known by such party to be bound by a confidentiality obligation), (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the other party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sourcesindependently developed by such party. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedin accordance with its terms, each party of Parent and the Company shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto or its business or operations, and all documents created based upon or reflecting such information, to be destroyed or returned to the party which furnished the samesuch other party. No investigation by either party Parent or the Company of the business and affairs of the other Company or Parent, as applicable, and its respective Subsidiaries shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, Agreement or the conditions to either party's obligation consummation of the Merger contained in Article VII. The parties hereby agree that clause (ii) of the first sentence of the third paragraph and the final sentence of such paragraph in the Confidentiality Agreement shall be deemed incorporated herein and shall be a part of this Agreement for all purposes, with the obligations provided for in such clause and sentence to consummate survive for the transactions contemplated by this Agreementperiod set forth therein.

Access; Information. (a) Each of the Company Valley Financial and the Acquiror Buyer agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's ’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. Neither Buyer or its Subsidiaries nor Valley Financial or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of Buyer, Valley Financial or their respective Subsidiaries, as the case may be, or contravene any applicable law or regulation or binding contract, agreement or arrangement entered into prior to the date of this Agreement; and in any such event, the parties will make appropriate substitute disclosure arrangements. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Merger and the other transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company ICBC and the Acquiror First Citizens agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. In addition, ICBC agrees to (i) provide First Citizens with notice and copies of written materials provided to ICBC and Bank directors in connection with all of their board meetings held after the date of this Agreement, other than any information relating to the transactions contemplated hereunder, and (ii) invite representatives of First Citizens to attend ICBC and Bank directors' meetings, as mutually agreed upon by First Citizens and ICBC. (b) Each of the Company ICBC and the Acquiror First Citizens agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company and the Acquiror agrees that P▇▇▇▇ shall afford, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party City and the other party's officers, employees, counsel, accountants and other authorized representativesits Representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information as any party City may reasonably request and, during such period, it shall furnish promptly to such other party P▇▇▇▇ (i) shall promptly furnish to City a copy of each material report, schedule and other document filed by it or Town Square pursuant to the requirements of federal or state securities or banking laws, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning the business, properties and personnel of it P▇▇▇▇ and Town Square as the other City may reasonably request. P▇▇▇▇ shall invite two Representatives of City, as selected by City from time to time, to attend, solely as observers, all meetings of the P▇▇▇▇ Board and the Town Square board of directors (and all committees of such boards) after the satisfaction of the condition set forth in Section 7.01(b); provided, however, that in no event shall such City Representatives be invited to or permitted to attend any executive session of P▇▇▇▇’▇ or Town Square’s boards or any meeting, or portion of a meeting, at which P▇▇▇▇ reasonably determines that such attendance is inconsistent with the fiduciary obligations, regulatory guidance of the applicable Governmental Authorities or confidentiality requirements of the P▇▇▇▇ Board or Town Square board, as applicable. (b) Each of the Company and the Acquiror agrees that it will notNeither P▇▇▇▇ nor City will, and will cause its representatives not tonor shall either parties’ Representatives, use any information obtained pursuant to this Section 5.05 6.05, as well as any other information obtained prior to the Agreement Date in connection with the entering into of this Agreement, for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject All such information will be subject to the requirements confidentiality provisions of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information 6.16. (ic) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (d) During the period from the Agreement Date to the Effective Time, P▇▇▇▇ shall deliver to City the report of condition and income of Town Square and its Subsidiaries for each quarterly period completed prior to the Effective Date, promptly as the same shall become available.

Access; Information. (a) Each of the Company and the Acquiror agrees The Parties agree that upon reasonable notice and subject to applicable laws Laws relating to the exchange of informationinformation and in each case subject to the requirements that such requests or access shall not unreasonably interfere with the business or operations of the Party, it shall afford the other party Party and the other party's its officers, employees, counsel, accountants and other authorized representatives, such representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax returns including Tax Returns and work papers of independent auditors), propertiesContracts, properties and personnel and to such other information as any party such other Party may reasonably request (subject to compliance with all applicable Laws and commercially reasonable health and safety procedures imposed by such Party with respect to its and its Subsidiaries’ employees) and, during such period, it the Parties shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) other Party promptly all other information concerning the its business, properties and personnel of it as the other Party may reasonably request. (b) The Company agrees that, subject to applicable Laws, it shall cooperate in good faith with Parent on preparing for the development of mutually agreed operating issues to be implemented after the Effective Time, which the Parties agree have priority including assisting in developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (c) Each of the Company and the Acquiror Party agrees that it will notwill, and will cause its representatives not to, use hold any information obtained pursuant to this Section 5.05 for any purpose unrelated to 5.07 in accordance with the consummation terms of the transactions contemplated by this Confidentiality Agreement. Subject to , dated as of January 30, 2021 (the requirements of law“Confidentiality Agreement”), each party will keep confidential, between Parent and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information the Company. (id) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party Party of the business and affairs of the other Party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's such Party’s obligation to consummate the transactions contemplated by this Agreement. (e) Notwithstanding anything in this Section 5.07 to the contrary, no Party shall be required to provide the other Party with access or disclose information where such access or disclosure would, in the reasonable opinion of such Party’s counsel, jeopardize the attorney-client privilege of the such Party, or contravene any binding Contract entered into by such Party prior to the date of this Agreement or any Law applicable to such Party. In the event any of the restrictions in this Section 5.07(e) shall apply, each Party shall use its commercially reasonable efforts to make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Law.

Access; Information. (a) Each of the The Company and the Acquiror agrees that Seller will upon reasonable notice afford to Purchaser and subject to applicable laws relating to the exchange its representatives (including officers and employees of information, it shall afford the other party Purchaser and the other party's officers, employees, counsel, accountants and other authorized representatives, professionals retained by it) such access (including the right to copy) during normal business hours throughout the period prior to the Effective Closing Time to the their books, records (including, without limitation, including tax returns and appropriate work papers of independent auditors), properties, personnel ) and properties and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other Purchaser may reasonably request. (b) Each of the Company and the Acquiror agrees that it Purchaser will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party and will keep confidentialhold, and will cause its representatives subsidiaries and its directors, officers, employees, agents, consultants and advisors to keep confidentialhold, in confidence, unless and to the extent that disclosure to Governmental Authorities or Self-Regulatory Organizations is, in its judgment, required or appropriate or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Authority or Self-Regulatory Organization, all non-public and confidential records, books, contracts, instruments, computer data and other data and information and documents obtained (collectively, the "Information") concerning the Company or Seller (or, if required under a contract with a third party, such third party) furnished it by the Company or Seller or any of their representatives pursuant to this Section 6.05 unless Agreement (except to the extent that such information Information can be shown to have been (i1) was already known to such party, (ii) becomes available to such party from other sources not previously known by such party on a non-confidential basis, (2) in the public domain through no fault or action of Purchaser or (3) later lawfully acquired from other sources by Purchaser from a party not known by it to be bound by a confidentiality obligationunder an obligation to refrain from making such disclosure) and Purchaser will not release or disclose such Information to any other person, (iii) is disclosed with except Purchaser and its respective auditors, attorneys, financial advisors, other consultants and advisors and, to the prior written approval of the party extent permitted above, to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sourcesGovernmental Authorities and Self-Regulatory Organizations. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs termination of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, Purchaser will return or destroy all Information furnished to such party and its representatives, and Purchaser will keep confidential all analyses, compilations, data, studies and other documents prepared by such party or its representatives containing or based in whole or in part on any such furnished Information or reflecting Purchaser's review of, or interest in, the conditions Company or Seller. (c) After the Closing Time, Purchaser will retain all Books and Records of the Company. Purchaser will upon reasonable notice afford to either party's obligation Seller and its representatives such access during normal business hours to consummate such Books and Records as Seller may reasonably request for purposes related to this Agreement or to the transactions contemplated by this Agreementdetermination of any Tax liability of Seller; provided that prior to receiving such access, Seller or its representative, as the case may be, must deliver to Purchaser an agreement (reasonably satisfactory in form and substance to Purchaser) with respect to holding such information in confidence substantially to the same extent as provided for in Section 6.4(b).

Access; Information. (a) Each of the Company and the Acquiror party agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any the other party may reasonably request and, during such period, it (i) each party shall furnish promptly to such the other party all information concerning the business, properties and personnel of a party as the other party may reasonably request, and (iii) Main Street shall furnish promptly to BB&T a copy of each material report, schedule and other document filed by it Main Street pursuant to the requirements of any federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as . Neither party shall be required to provide access to the other may reasonably requestparty or to disclose information where such access or disclosure would violate or prejudice the rights of a party’s customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Each of the Company BB&T and the Acquiror Main Street agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Main Street shall promptly furnish BB&T with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company Lincoln and the Acquiror agrees Ion agree that upon reasonable notice and subject to applicable laws relating to the exchange of information, it Lincoln shall afford the Ion and Ion’s officers, employees, counsel, accountants and other party authorized representatives, and the other party's Ion shall afford Lincoln and Lincoln’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditorsTax Returns), propertiesproperties and personnel, personnel and to such other information as any party Ion or Lincoln may reasonably request and, during such period, it Lincoln shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking lawsIon, and (ii) Ion shall furnish promptly to Lincoln, all other information concerning the its business, properties and personnel of it as Ion or Lincoln, as the other case may be, may reasonably request. Representatives of LPB’s senior management will meet periodically with representatives of Ion MHC’s senior management to coordinate post-closing integration planning, including working toward conforming LPB’s and Ion MHC’s asset/liability management, lending practice, credit review and administrative and related policies and practices. (b) Each of the Company and the Acquiror party agrees that it will not, and it will not cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.6 (as well as any other information obtained prior to the date of this Agreement in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.6 (as well as any other information obtained prior to the date of this Agreement in connection with the entering into of this Agreement), unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains pertains, or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror IJL agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Wachovia and the other partyWachovia's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party Wachovia may reasonably request and, during such period, it shall furnish promptly to such other party Wachovia (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (b) Each of the Company and the Acquiror Wachovia agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will Wachovia shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such partyWachovia, (ii) becomes available to such party Wachovia from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party Wachovia shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto IJL to be returned to the party which furnished the sameIJL. No investigation by either party Wachovia of the business and affairs of the other IJL shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either partyWachovia's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror agrees that upon Upon reasonable notice and subject to applicable laws law relating to the exchange of information, it the Company shall afford the other party Acquiror and the other party's its officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (includingincluding credit files, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information as any party it may reasonably request and, during such period, it the Company shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the its business, properties and personnel of it as the other Acquiror may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless 6.05, unless, with respect to the Company and in connection with the transactions contemplated hereby, such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. Each party shall be responsible for any breach of this Section 6.05(b) by its representatives. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. , or at the other party's request, destroyed, and shall cause its representatives to return or, at the other party's request, destroy all such items. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, Agreement or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company GAFC and the Acquiror Summit agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's ’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and returns, and, subject to the consent of the independent auditors, work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as, the same shall become available.

Access; Information. (a) Each of the Company Partners GP, Holdings LP, and the Acquiror Advisors LP agrees that upon reasonable notice and subject to applicable laws Applicable Laws relating to the exchange of information, it shall afford the other party or cause its Subsidiaries to afford Allianz, AZOA and the other party's officers, employees, counsel, financial advisors, auditors, accountants and other authorized representativesrepresentatives of Allianz and AZOA (collectively, the "Allianz Representatives"), such access during normal business hours throughout the period ----------------------- prior to the Effective Time to the books, records (including, without limitation, tax returns any Tax Returns and work papers of independent auditors), propertiesoffices, properties and personnel of such Person, its Subsidiaries and any Sponsored Investment Company and to such other information as any party an Allianz Representative may reasonably request and, during such period, it shall furnish promptly to such other party Allianz and AZOA and, at the request of Allianz or AZOA, to any Allianz Representatives (i) a copy of each material report, schedule and other document filed by it it, its Subsidiaries or any such Sponsored Investment Company pursuant to the requirements of federal or state securities or banking laws, and (ii) all other financial and operating data and other information concerning the business, properties properties, assets and personnel of it it, its Subsidiaries or any Sponsored Investment Company as the other an Allianz Representative may reasonably request. (b) Each of the Company and the Acquiror Parties agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 4.08 (as well as any other information obtained in connection with its consideration or consummation of any of the transactions contemplated by any of the Transaction Documents, including any information obtained prior to the date hereof) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions or the Transaction Documents. Subject to the requirements of law, each party will Party shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 4.08 (as well as any other information obtained in connection with its consideration or consummation of any of the transactions contemplated by any of the Transaction Documents) unless such information (i1) was already known to such partyParty, (ii2) becomes available to such party Party from other sources not known by such party Party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party Party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party Party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto any of the other Parties to be returned to the party which furnished the sameappropriate Party. No investigation by either party any Party of the business and affairs of any of the other Parties and their respective Subsidiaries shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this AgreementAgreement or any of the other Transaction Documents, or the conditions to either partyany Party's obligation to consummate any of the transactions contemplated by this Agreementany of the Transaction Documents.

Access; Information. (a) Each The Company and each of the Company and the Acquiror agrees that upon reasonable notice and Members agree that, subject to applicable laws Applicable Law relating to the exchange of informationinformation and any confidentiality agreements, it the Company shall afford the other party Purchaser and the other party's Parent and their respective officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours and upon reasonable notice throughout the period prior from the date hereof to the Effective Time Closing to the books, records (including, without limitation, tax returns including Tax Returns and work papers of independent auditors), properties, personnel and to such other information of the Company and the Members as the Purchaser or the Parent (or any party such representative) may reasonably request request, and, during such period, it the Company shall furnish promptly to the Purchaser or the Parent (or such other party representative) (i1) a copy of each material report, schedule and other document filed by it the Company or any of the Members pursuant to the requirements of federal any Governmental Authority or state securities or banking lawsGovernment Sponsored Enterprise, promptly after the filing thereof, (2) as soon as practicable after the end of each calendar month, but in no event later than ten (10) Business Days after the end of each calendar month, unaudited consolidated balance sheets of the Company and related statements of operations for the month then ended and for that portion of such fiscal year ended with the last day of such monthly accounting period, each internally prepared by the Company in compliance with United States generally accepted accounting principles and consistent with past practice, and (ii3) all other information concerning the business, properties and personnel of it the Company an as the Purchaser or the Parent (or any such other representative) may reasonably request, promptly after such request. (b) Each of the Company Purchaser and the Acquiror Parent agrees that prior to the Closing it will shall not, and will shall cause its representatives not to, use any information obtained pursuant to this Section 5.05 5.02 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party the Purchaser and the Parent will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 5.02 unless such information (i1) was already known to such partyperson, (ii2) becomes available to such party person from other sources not known by such party person to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the other party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. In Except with respect to requests or actions taken by any Governmental Authority that regulates United States domestic or foreign banks or bank holding companies, with respect to which the event that this Agreement is terminated Purchaser and the Parent will have no obligation to give any notice or take any remedial action, if the Purchaser or the transactions contemplated Parent shall be required by subpoena, judicial order or other action of a Governmental Authority to disclose any such information obtained pursuant to this Agreement shall otherwise fail Section 5.02, to be consummatedthe extent permissible, each party it shall promptly cause all copies give notice of documents or extracts thereof containing information and data as to another party hereto to be returned such event to the party which furnished Company and use its reasonable efforts to permit the same. Company to challenge or limit the scope of any such action. (c) No investigation by either party the Purchaser or the Parent of the business and affairs of the other Company or the Members shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company PEOPLES and the Acquiror CNN agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 5.07 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 5.07 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, PEOPLES party shall promptly furnish CNN with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company Potomac and the Acquiror South Branch agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company and the Acquiror Franklin agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party First Place and the other partyFirst Place's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of Franklin and to such other information relating to Franklin as any party First Place may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) First Place all other information concerning the business, properties and personnel of Franklin as First Place may reasonably request, subject to applicable law. (b) First Place agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Franklin and its authorized representatives such access to First Place's personnel as the other Franklin may reasonably request. (bc) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Merger shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this AgreementMerger.

Access; Information. (aA) Each of the Company Sterling and the Acquiror Bank agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party ▇▇▇▇▇- ▇▇▇▇▇ and the other party's ▇▇▇▇▇-▇▇▇▇▇'▇ officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors, but only upon the consent of such auditors), properties, personnel and to such other information as any party ▇▇▇▇▇-▇▇▇▇▇ may reasonably request and, during such period, it shall furnish promptly to such other party ▇▇▇▇▇-▇▇▇▇▇ (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request.. F5856N.597 Y 2:10/16/98 (bB) Each of the Company and the Acquiror ▇▇▇▇▇-▇▇▇▇▇ agrees that it will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 5.05 6.4 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions. Subject to the requirements of law, each party ▇▇▇▇▇-▇▇▇▇▇ will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.4 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement Plan is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party ▇▇▇▇▇-▇▇▇▇▇ shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. . (C) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this AgreementPlan, or the conditions to either party's obligation to consummate the transactions contemplated by this AgreementTransactions.

Access; Information. (a) Each of the Company Jefferson and the Acquiror Wachovia agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements require ments of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information informa tion obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company Headlands and the Acquiror GreenPoint agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.5 (as well as ----------- any other information obtained prior to the date hereof in connection with the entering into of this Plan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 ------- 6.5 (as well as any other information obtained prior to the date hereof in --- connection with the entering into of this Plan) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. . (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this AgreementPlan, or the conditions to either party's obligation to consummate the transactions contemplated by this AgreementPlan.

Access; Information. (a) Each of the Company BKLA and the Acquiror Western agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it each party shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any the requesting party may reasonably request and, during such period, it the providing party shall furnish promptly to such other the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other requesting party may reasonably request. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement or the Stock Option Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.. 21

Access; Information. (a) Each of the Company River City Bank and the Acquiror Village Financial agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's ’s officers, employeesRiver City Bank Employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.6 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.6 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. In the event this Agreement is terminated for any reason, each party hereto immediately shall return to the other party all copies of any and all documents or other written materials or information of or relating to such other parties which were obtained from them or their Subsidiaries or affiliates during the course of the negotiation of this Agreement and the carrying out of the events and transactions described herein (whether during the course of any due diligence investigation or review provided for herein or otherwise) and which documents or other information relates in any way to the business, operations, personnel, customers, or financial condition of such other parties. The parties’ obligations of confidentiality under this Section 6.6 shall survive and remain in effect following any termination of this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company and the Acquiror GIG agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party FCBI and the other party's FCBI’s officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of GIG and its Subsidiaries and to such other information relating to GIG as any party FCBI may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) FCBI all other information concerning the businessBusiness, properties and personnel of it GIG as the other FCBI may reasonably request. (b) FCBI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford GIG and its authorized representatives such access to FCBI’s personnel as GIG may reasonably request. (c) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 5.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransaction. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 5.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transaction shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this AgreementTransaction. (d) GIG shall provide the required GIG Financial Statements not later than five (5) Business Days after the close of every month prior to the Closing Date.

Access; Information. (a) Each of the Company Jefferson and the Acquiror Wachovia agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company Kelly Insurance and the Acquiror Kelly P & C agrees that upon reasonable notice and subject to applicable laws relating to the exchange of informationinformat▇▇▇, it shall afford the other party ▇▇▇▇it and the other party's Summit’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as, the same shall become available.

Access; Information. (a) Each of the Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours and at such other times as are reasonably necessary throughout the period prior to the Effective Time to the books, records (including, without limitation, including tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i1) a copy of each material report, 37 schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, laws and (ii2) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.04 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.04 unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains pertains, or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror Mercantile agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party PCBI and the other party's its officers, employees, counsel, accountants and other authorized representativesRepresentatives, such access access, upon reasonable request, during normal business hours hours, throughout the period prior to the Effective Time to the books, books and records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other PCBI may reasonably request. (b) During the period from the date hereof to the Effective Time, each party will cause one or more of its designated representatives to confer from time to time, as either party may reasonably request, with representatives of the other party regarding its business, operations, prospects, assets and financial condition and matters relating to the completion of the transactions contemplated hereby. Within 25 days after the end of each month, each party shall provide the other party with a consolidated statement of financial condition and a consolidated statement of earnings, without related notes, for such month prepared in accordance with past practices. On a weekly basis, Mercantile and Mercantile Bank shall furnish PCBI with a report, in such detail as reasonably requested by PCBI, indicating all loans which have been originated, purchased or sold during such week as well as all applications for loans which have been received for processing (“pipeline report”). (c) Each of the Company Mercantile and the Acquiror PCBI agrees that it will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the The Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Parent and the other party's its officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as any party Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel of it as the other Parent may reasonably request. (b) Each of the Company and the Acquiror Parent agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will Parent shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains Company or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party Parent shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto the Company to be returned to the party which furnished the sameCompany or destroyed. No investigation by either party Parent of the business and affairs of the other Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation the obligations of Parent and Interim Sub to consummate the transactions contemplated by this AgreementTransactions.

Access; Information. (a) Each of the Company First Citizens and the Acquiror agrees that Futura shall afford, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's ’s officers, employees, counsel, accountants and other authorized representativesrepresentatives such access, such access during normal business hours throughout the period prior to the Effective Time Time, to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any such party may reasonably request in view of the relative interests of the parties in the transactions contemplated by this Agreement and, during such period, it (i) shall furnish promptly to such other party (i) a copy of each material report, schedule and other document documents filed by it pursuant to the requirements of federal or state securities or banking laws, laws and (ii) shall grant access to all other information concerning the business, properties and personnel of it as the other may reasonably requestrequest in view of the relative interests of the parties in the transactions contemplated by this Agreement. Futura shall invite two representatives of First Citizens, which representatives shall be First Citizens directors and/or senior executive officers selected by First Citizens, to attend any Futura and Champaign Bank directors’ meeting held after the date of this Agreement; provided, however, that in no event shall such First Citizens representatives be invited to or be permitted to attend any executive session of Futura or Champaign Bank’s Board or any meeting at which Futura, in its sole discretion, determines that such attendance is inconsistent with the Futura Board’s or the Champaign Bank Board’s fiduciary obligations. (b) Each of the Company and the Acquiror agrees that it will notNeither party shall, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject Agreement and such information will be subject to the requirements confidentiality provision of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information 6.20. (ic) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (d) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each Party hereto shall keep the other Parties apprised of the Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws status of matters relating to completion of the exchange of information, it shall afford Transactions or the other transactions contemplated hereby or by the Ancillary Agreements, including promptly furnishing the other with copies of any material notices or other communications received by such Party or, to the knowledge of such Party, its Representatives from any third party and/or any Governmental Authority with respect to the Transactions and the other party's officerstransactions contemplated by this Agreement and the Ancillary Agreements, employeesin each case to the extent permitted by applicable Law. Each Party shall give prompt notice to the other Parties of any development or combination of developments that, counselindividually or in the aggregate, accountants is reasonably likely to (i) cause it to fail to comply with or satisfy in any material respect any covenant, condition or agreement under this Agreement or (ii) prevent, materially delay or materially impair its ability to consummate the transactions contemplated by this Agreement or the Ancillary Agreements, including the failure of a condition in Article VII of this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Each Party shall give prompt notice to the other Party of any fact, event or circumstance known to it that is reasonably likely, individually or taken together with all other facts, events and other authorized representativescircumstances known to it, such to result in any Material Adverse Effect with respect to Purchaser or the Sales Package Companies, as the case may be. (b) Sellers shall afford to Purchaser and its Representatives reasonable access (including for the purpose of transition planning) during normal business hours throughout and upon reasonable prior notice to Sellers until the period prior to earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.01 to all of the properties, books, Contracts, commitments, employees and records of the Sales Package Companies, as Purchaser may from time to time reasonably request, but only to the booksextent that such access does not unreasonably interfere with the business or operations of the Sales Package Companies, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it Sellers shall furnish furnish, or cause to be furnished, promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Purchaser all other information concerning the business, properties and personnel senior management of it the Sales Package Companies as the other Purchaser may reasonably request; provided that Sellers shall not be required to (or to cause any of their Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent that doing so would violate applicable Law or any Contract or obligation of confidentiality owing to a third party or result in the loss of attorney-client privilege if, in the case of any such Contract or confidentiality obligation, Sellers shall have used their reasonable best efforts to have obtained the consent of such third party to such access, copies or information, in which case the Parties will use their reasonable best efforts to make appropriate substitute disclosure arrangements. (bc) Each [Reserved]. (d) No investigation by any of the Company Parties or their respective representatives shall constitute a waiver of or otherwise affect the representations, warranties, covenants or agreements of the other Party set forth herein. (e) In order to facilitate the resolution of any claims made by or against or incurred by any Party or any of its Affiliates after the Closing, to comply with the terms of this Agreement, any applicable Law or Order of any Governmental Authority or any request of any Governmental Authority or for any other reasonable purpose, (i) with respect to matters not pertaining to Taxes, for a period of six years after the Closing, or for any longer period as may be required by any Governmental Authority or as may be reasonably necessary with respect to the prosecution or defense of any audit or other Action that is then pending or threatened, or (ii) with respect to matters pertaining to Taxes, for a period that is equivalent to the period established by any applicable statute of limitations (including any extension or waiver thereof), the other Parties shall, or shall cause their respective Subsidiaries to, (A) retain the books and records (including Tax Returns) of the Sales Package Companies in a manner consistent with such Party’s customary document retention policies (other than destruction policies) on or after the Closing and (B) upon reasonable notice, afford the Representatives of the other Parties reasonable access (including the right to make photocopies, at such Parties’ expense), during normal business hours, to such books and records and reasonable access to and the Acquiror reasonable assistance of the other Party and its Subsidiaries and respective Representatives with respect to the matters contemplated by this Section 6.05(e) but only to the extent that such access or assistance does not unreasonably interfere with the business or operations of such person or any of its Subsidiaries and (C) otherwise cooperate with and assist the other Parties or any of their respective Affiliates, at the other Parties’ cost and expense, in connection with any such claims, including by causing its and its Affiliates employees to avail themselves for trial, depositions, interviews and other Action-related litigation endeavors, in each case on terms and conditions reasonably satisfactory to the other Party (including with respect to protecting privilege); provided that the Party requesting such information or access agrees to reimburse the other Parties for all reasonable out-of-pocket expenses incurred by the other Parties or any of their respective Subsidiaries in complying with clauses (B) and (C) above; provided, further that it no Party shall be required to (or to cause any of its Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent that doing so would violate applicable Law or any Contract or obligation of confidentiality owing to a third party or result in the loss of attorney-client privilege if, in the case of any such Contract or confidentiality obligation, such Party shall have used its reasonable best efforts to have obtained the consent of such third party to such access, copies or information, in which case the Parties will not, and will cause its representatives not to, use make appropriate substitute disclosure arrangements. Any information disclosed to any information obtained Party or their Representatives pursuant to this Section 5.05 6.05(e) shall be subject to the confidentiality obligations in Section 6.06. (f) (i) Sellers shall provide, and shall cause their Subsidiaries and their respective Representatives to provide, to Purchaser and its Representatives such historical, financial and other business information regarding the Sales Package Companies as Purchaser may reasonably request and of a type customarily provided by Sellers in connection with transactions similar to the Financing, and to provide reasonable cooperation to Purchaser in connection with any Financing as may be reasonably requested by Purchaser and that is customary in connection with transactions similar to the Financing, including (A) using reasonable efforts to cause to be prepared and provided to Purchaser such financial information and data and financial statements of the Sales Package Companies as may be reasonably requested in connection with any Financing and which may be included in documents filed with the SEC in connection with such Financing, (B) causing senior executives of the Sales Package Companies, in each case to the extent reasonably required, to (x) participate in a reasonable number of meetings, presentations, road shows, due diligence sessions with prospective lenders and sessions with rating agencies, (y) assist with the preparation of customary materials for rating agency presentations, offering documents, business projections and similar marketing documents in connection with the Financing and (z) assist in negotiating the documentation for any purpose unrelated Financing, including reviewing and commenting on documentation and participating in drafting and negotiating sessions with Purchaser’s Representatives and (C) using commercially reasonable efforts to obtain officers’ certificates, legal opinions, accountants’ comfort letters and consents to the consummation use of audit reports and (y) executing and delivering, effective as of no earlier than the Effective Time, definitive transaction documents, in each case customary for financings similar to the Financing, provided in each case that such requested cooperation does not unreasonably interfere with the ongoing operations of Sellers or the Sales Package Companies. Purchaser shall, from time to time, reimburse Sellers for any and all reasonable out-of-pocket expenses incurred by Sellers in connection with its compliance with this Section 6.05(f) (including reasonable fees and disbursements of counsel and accountants), promptly upon receipt of Sellers written request therefor. For purposes of this Section 6.05(f), “Financing” means any debt, equity or hybrid financing (including any public offering of securities) undertaken in connection with or to support the transactions contemplated by this Agreement. Subject to Purchaser acknowledges and agrees that the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval obtaining of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this AgreementFinancing, or the conditions any alternative financing, is not a condition to either party's Closing and reaffirms its obligation to consummate the transactions contemplated by this AgreementAgreement irrespective and independently of the availability of the Financing or any alternative financing, subject to fulfillment or waiver of the conditions set forth in Sections 7.01 and 7.02.

Access; Information. (a) Each of the The Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Parent and the other partyParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as any party Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel as Parent may reasonably request. Representatives of the Company's senior management will meet periodically with representatives of Parent to coordinate post-closing integration planning, including working toward conforming the Company's and Parent's asset/liability management, lending practice, credit review and administrative and related policies and practices. (b) Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the other Company may reasonably request and to such information relating to Parent as the Company may reasonably request. (bc) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (aA) Each of the Company and the Acquiror agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of informationnotice, it shall will afford the other party hereto, and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period prior to the Merger Effective Time Date to the all of its properties, books, contracts, commitments and records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such the other party hereto, (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities banking or banking other laws, and (ii) all other information concerning the its business, properties and personnel of it as the other parties hereto may reasonably request. No party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client or similar privilege with respect to such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date hereof. The parties will use their reasonable best efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply. (bB) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained No investigation pursuant to this Section 5.05 for 5.3 by any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement in this Agreement, warranty made by any other party hereto or the conditions to either party's the obligation of the first party to consummate the transactions contemplated by this AgreementPlan; and each party hereto will not use any information obtained pursuant to this Section 5.3 for any purpose unrelated to this Plan, the consummation of the transactions contemplated hereby and, if the merger is not consummated, will hold all information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by such party or as it is advised by counsel that any such information or document is required by law to be disclosed, and in the event of the termination of this Plan, each party will, upon request by the other party, deliver to the other all documents so obtained by it or destroy such documents.

Access; Information. (a) Each of the Company AmSouth and the Acquiror First American agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party party, and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that If this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the same. other party. (c) No investigation by either party of the business and affairs of the other party, pursuant to this Section 6.05 or otherwise, shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror IJL agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Wachovia and the other partyWachovia's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party Wachovia may reasonably request and, during such period, it shall furnish promptly to such other party Wachovia (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other party may reasonably request. (b) Each of the Company and the Acquiror Wachovia agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will Wachovia shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such partyWachovia, (ii) becomes available to such party Wachovia from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.contemplated

Access; Information. (a) Each of the Company and the Acquiror agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of information, it the Company shall afford the other party Acquiror and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitationincluding credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party it may reasonably request and, during such period, it the Company shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, laws and (ii2) all other information concerning the its business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.05, and, with respect to the Company, in connection with the transactions contemplated hereby, unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or pertains, (iv4) is or becomes readily ascertainable from published information or trade sourcessources or (5) is such that such party is required by law or court order to disclose. If either party is required or reasonably believes that it is required to disclose any information described in this section by (i) law, (ii) any court of competent jurisdiction or (iii) any inquiry or investigation by any governmental, official or regulatory body which is lawfully entitled to require any such disclosure, such party (the "REQUIRED PARTY") shall, so far as it is lawful, notify the other party of such required disclosure on the same day that the Required Party (a) is notified of a request for such disclosure from the relevant authority, body or other entity or (b) determines that such disclosure is required, whichever is earlier. Immediately thereafter, and to the extent practical on the same day, and subject to applicable laws, the parties shall discuss and use their reasonable best efforts to agree as to the mandatory nature, the required timing and the required content of such disclosure. The Required Party will furnish only that portion of the information described in this section that is legally required to be disclosed and will exercise its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the information described in this section so furnished. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. , or at the other party's request, destroyed. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror Zions agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and Tax Returns and, to the extent permitted by its auditors, work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror party agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's its officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as any such party may reasonably request and, during such period, it shall shall, as promptly as is reasonably practicable, furnish promptly to such the other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the its business, properties and personnel of it as the other such party may reasonably request. (b) Each Without limiting the generality of Section 6.05(a), prior to the Effective Time, each party and its respective representatives shall have the right, subject to the notice provision set forth in Section 6.05(a), to conduct a review to determine (i) that the assets, books, records and operations of the Company other party are in satisfactory condition and will not in a material way adversely impact such party after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the Acquiror satisfaction of the conditions to closing as provided hereunder. (c) SCB agrees that, subject to applicable laws, it shall cooperate in good faith with FCB on mutually agreed operating issues which the parties agree have priority. (d) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, consummated each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror Franklin agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party First Place and the other party's First Place’s officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of Franklin and to such other information relating to Franklin as any party First Place may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) First Place all other information concerning the business, properties and personnel of Franklin as First Place may reasonably request, subject to applicable law. (b) First Place agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Franklin and its authorized representatives such access to First Place’s personnel as the other Franklin may reasonably request. (bc) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Merger shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this AgreementMerger.

Access; Information. (a) Each of Prior to the Company and the Acquiror Effective Date, Parent agrees that that, upon reasonable advance notice for purposes consistent with this Agreement and subject to applicable laws relating to the exchange of information, it shall afford the other party will afford, or cause ERC to afford, Buyer and the other party's officers, employees, counsel, accountants and other Buyer’s authorized representativesRepresentatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditorsauditors to the extent that such auditors consent to such access), properties, personnel of and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other Buyer may reasonably request. (b) Each of the Company and the Acquiror Buyer agrees that it will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 5.05 5.03 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each party Buyer will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 5.03 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains Parent and ERC, or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party Buyer shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto Parent or ERC to be returned to the party which furnished the sameParent at Parent’s expense, or (at Parent’s option) confirm in writing to Parent that it has completely destroyed all such copies, documents, extracts, information and data. No investigation by either party of the business Buyer and affairs of the other shall affect or be deemed Parent each agree not to modify or waive any representation, warranty, covenant or agreement in disclose this Agreement, or the terms and conditions hereof, except as required by applicable law. (c) In addition to either party's obligation to consummate the confidentiality arrangements contained in this Agreement, all information provided or obtained in connection with the transactions contemplated by this Agreement (including pursuant to clause (a) above) shall be held by Buyer in accordance with and subject to the terms of the Confidentiality Agreement dated as of September 10, 2004, between Buyer and Parent (the “Confidentiality Agreement”). In the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement shall govern. (d) In addition to its obligations under Section 5.03(b) and (c) above, after the Effective Date, Buyer will retain all books, records and information of ERC for a reasonable period of time (not less than 7 years from the Effective Date). Buyer will, upon reasonable notice, afford to Parent, its Affiliates and their Representatives access (including the right to copy, at Parent’s expense, or to obtain in computer file format) during normal business hours to such books, records and information as Parent or any such Affiliate may request for purposes related to this Agreement, the operations of ERC prior to the Effective Date, or to the determination of any matter arising before the Effective Date. Subject to the requirements of applicable law, Parent will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 5.03(d) unless such information (1) was already known to such party, (2) becomes available to such party from other sources not bound by a confidentiality obligation, (3) is disclosed with the prior written approval of Buyer, or (4) is or becomes readily ascertainable from published information or trade sources.

Access; Information. (a) Each of the Company Peninsula and the Acquiror Western agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it each party shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any the requesting party may reasonably request and, during such period, it the providing party shall furnish promptly to such other the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other requesting party may reasonably request. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of information, it the Company shall afford the other party Acquiror and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitationincluding credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party it may reasonably request and, during such period, it the Company shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, laws and (ii2) all other information concerning the its business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.05, and, with respect to the Company, in connection with the transactions contemplated hereby, unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or pertains, (iv4) is or becomes readily ascertainable from published information or trade sourcessources or (5) is such that such party is required by law or court order to disclose. If either party is required or reasonably believes that it is required to disclose any information described in this section by (i) law, (ii) any court of competent jurisdiction or (iii) any inquiry or investigation by any governmental, official or regulatory body which is lawfully entitled to require any such disclosure, such party (the "Required Party") shall, so far as it is lawful, notify the other party of such required disclosure on the same day that the Required Party (a) is notified of a request for such disclosure from the relevant authority, body or other entity or (b) determines that such disclosure is required, whichever is earlier. Immediately thereafter, and to the extent practical on the same day, and subject to applicable laws, the parties shall discuss and use their reasonable best efforts to agree as to the mandatory nature, the required timing and the required content of such disclosure. The Required Party will furnish only that portion of the information described in this section that is legally required to be disclosed and will exercise its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the information described in this section so furnished. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. , or at the other party's request, destroyed. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company JCB, Parent and the Acquiror Skyline agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's ’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (includingrecords, without limitationTax Returns, tax returns and work papers of independent auditors), properties, personnel and to such other information as any the other party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the its business, properties and personnel of it as the other may reasonably request. Neither Parent or its Subsidiaries nor JCB shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of Parent, JCB or their respective Subsidiaries, as the case may be, or contravene any applicable law or regulation. (b) Each party hereto shall, and shall use its reasonable best efforts to cause each of its directors, officers, attorneys and advisors, to maintain the confidentiality of, and not use to the detriment of the Company and other parties, all information of the Acquiror agrees that it will not, and will cause its representatives not to, use any information other parties obtained prior to the date of this Agreement or pursuant to this Section 5.05 6.05 that is not otherwise publicly disclosed by the other parties, unless such information is required to be included in any filing required by law or in an application for any purpose unrelated to regulatory approval required for the consummation of the transactions contemplated by hereby, such undertaking with respect to confidentiality to survive any termination of this Agreement. Subject In the case of information that a party believes is necessary in making any such filing or obtaining any such regulatory approval, that party will provide the other parties a reasonable opportunity to review any such filing or any application for such regulatory approval before it is filed sufficient for it to comment on and object to the requirements content of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains filing or (iv) is or becomes readily ascertainable from published information or trade sourcesapplication. In the event that If this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedterminated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned return to the furnishing party which furnished or, at the same. request of the furnishing party, promptly destroy in a manner that renders the information impracticable to read or reconstruct and certify the destruction of all confidential information received from the other party. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (d) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of PNC and the Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party party, and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking lawslaws (including pursuant to any agreements with, commitments to or orders of any Governmental Entity, including any related action plan), and (ii2) all other information concerning the business, properties and personnel of it as the other may reasonably request; provided that the foregoing shall not require PNC or the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of PNC or the Company, as the case may be, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if PNC or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of PNC or the Company, as the case may be, or any of its subsidiaries. All requests for information made pursuant to this Section 5.5 shall be directed to an executive officer of PNC or the Company, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the providing party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that If this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished other party. (c) In addition to the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement confidentiality arrangements contained in this AgreementPlan, all information provided or the conditions to either party's obligation to consummate obtained in connection with the transactions contemplated by this Plan (including pursuant to clause (a) above) will be held by PNC in accordance with and subject to the terms of the Confidentiality Agreement, dated May 21, 2004, between PNC and the Company (the "Confidentiality Agreement"). In the event of a conflict or inconsistency between the terms of this Plan and the Confidentiality Agreement, the terms of this Plan will govern.

Access; Information. (aA) Each of the Company Signet and the Acquiror First Union agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (bB) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. . (C) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this AgreementPlan, or the conditions to either party's obligation to consummate the transactions contemplated by this AgreementPlan.

Access; Information. (a) Each of the Company and the Acquiror party agrees that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, it shall afford the other party and the other party's ’s officers, employees, counsel, accountants and other authorized representatives, such representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), propertiesContracts, properties and personnel and to such other information as any the other party may reasonably request and, during such period, it shall furnish promptly to such the other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the its business, properties and personnel of it as the other Parent may reasonably request. (b) Each Without limiting the generality of Section 6.05(a), prior to the Effective Time, each party’s representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of the Company other party are in satisfactory condition and will not in a material way adversely impact the Surviving Corporation after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the Acquiror satisfaction of the conditions to closing as provided hereunder. (c) Each party agrees that, subject to applicable Laws, it shall cooperate in good faith with the other party on mutually agreed operating issues which the parties agree have priority including assisting in developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (d) Each party agrees that, upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford the other party and its authorized representatives such access to its personnel as the other party may reasonably request and such books and records as the other party may reasonably request. (e) Each party agrees that it will notwill, and will cause its representatives not to, use hold any information obtained pursuant to this Section 5.05 for any purpose unrelated to 6.05 in accordance with the consummation terms of the transactions contemplated by this Confidentiality Agreement, dated as of January 22, 2021 (the “Confidentiality Agreement”), between the parties. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information (if) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either such party's ’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company GSB, Parkway and the Acquiror Skyline agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (includingrecords, without limitationTax Returns, tax returns and work papers of independent auditors), properties, personnel and to such other information as any the other party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the its business, properties and personnel of it as the other may reasonably request. Neither Parkway or its Subsidiaries nor GSB or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of Parkway, GSB or their respective Subsidiaries, as the case may be, or contravene any applicable law or regulation. (b) Each of the Company and the Acquiror agrees that it will notparty shall comply, and will shall use its reasonable best efforts to cause each of its representatives not todirectors, use any information obtained pursuant officers, employees, attorneys and advisors to comply, with all of their respective obligations under the Confidentiality Agreement, which agreement shall survive the termination of this Section 5.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed Agreement in accordance with the prior written approval of the party to which such information pertains or terms set forth therein. (ivc) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (d) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company BKLA and the Acquiror Western agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it each party shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any the requesting party may reasonably request and, during such period, it the providing party shall furnish promptly to such other the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other requesting party may reasonably request. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement or the Stock Option Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of information, it the Company shall afford the other party Acquiror and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (includingincluding credit files, without limitation, tax Tax returns and work papers of independent auditors), properties, personnel and to such other information as any party it may reasonably request and, during such period, it the Company shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, laws and (ii2) all other information concerning the its business, properties and personnel of it as the other Acquiror may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.05, and, with respect to the Company, in connection with the transactions contemplated hereby, unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or pertains, (iv4) is or becomes readily ascertainable from published information or trade sourcessources or (5) is such that such party is required by law or court order to disclose. If either party is required or reasonably believes that it is required to disclose any information described in this section by (i) law, (ii) any court of competent jurisdiction or (iii) any inquiry or investigation by any governmental, official or regulatory body which is lawfully entitled to require any such disclosure, such party (the “Required Party”) shall, so far as it is lawful, notify the other party of such required disclosure on the same day that the Required Party (a) is notified of a request for such disclosure from the relevant authority, body or other entity or (b) determines that such disclosure is required, whichever is earlier. Immediately thereafter, and to the extent practical on the same day, and subject to applicable laws, the parties shall discuss and use their reasonable best efforts to agree as to the mandatory nature, the required timing and the required content of such disclosure. The Required Party will furnish only that portion of the information described in this section that is legally required to be disclosed and will exercise its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the information described in this section so furnished. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. , or at the other party’s request, destroyed. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (d) Promptly following the date hereof, the Company shall use its reasonable best efforts to cause any person to whom the Company has provided documents, data or other materials relating to the Company or its Subsidiaries in connection with the consideration of any business combination involving the Company to return or destroy any such documents, files, data or other materials in accordance with the confidentiality agreement between the Company and such person.

Access; Information. (a) Each of the Company, Company Bank and the Acquiror Zions agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it each party shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any the requesting party may reasonably request and, during such period, it the providing party shall furnish promptly to such other the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other requesting party may reasonably request. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of informationinforma tion, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning concern ing the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives represen tatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. . (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement agree ment in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror Northern agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party First Place and the other party's First Place’s officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of Northern and to such other information relating to Northern as any party First Place may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) First Place all other information concerning the business, properties and personnel of it Northern as the other First Place may reasonably request. , subject to applicable law. First Place agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Northern and its authorized representatives access (bduring normal business hours) to First Place’s personnel, books and records as Northern may reasonably request. Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Merger shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which that furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this AgreementMerger.

Access; Information. (a) Each of the Company and the Acquiror FMB agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford JV Corp and JV Corp’s Representatives who have a need to access such information to carry out the other party terms of this Agreement and consummate the other party's officers, employees, counsel, accountants and other authorized representativesTransactions, such access during normal business hours throughout the period prior to the Effective Time Closing Date to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information of the Company and the Subsidiaries as any party JV Corp may reasonably request and, during such period, it shall furnish promptly to JV Corp such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it the Company and the Subsidiaries as the other JV Corp may reasonably request. (b) Each of the Company and the Acquiror Party agrees that it will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 5.05 2.6 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions. Subject to the requirements of law, each party Party will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 2.6 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such partyParty, (ii) becomes available to such party Party from other sources not known by such party Party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party Party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sourcessources through no breach of this Section 2.6. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party Party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto Party to be destroyed or returned to the party Party which furnished the same. No investigation by either party Party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's Party’s obligation to consummate the transactions contemplated by this AgreementTransactions.

Access; Information. (a) Each of the Company GAFC and the Acquiror Summit agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and returns, and, subject to the consent of the independent auditors, work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as, the same shall become available.

Access; Information. (a) Each of the The Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Parent and the other partyParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as any party Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel as Parent may reasonably request. Representatives of the Company's senior management will meet periodically with representatives of Parent to coordinate post-closing integration planning, including working toward conforming the Company's and Parent's asset/liability management policies and practices. (b) Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the other Company may reasonably request and to such information relating to Parent as the Company may reasonably request. (bc) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this - 43 - Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror NFCU agrees that upon reasonable notice and subject to applicable laws Applicable Laws relating to the exchange of information, it shall shall, upon reasonable notice, afford the other party Parent and the other party's its officers, employees, counsel, accountants and other authorized representatives, such representatives reasonable access during normal business hours throughout the period prior to from the date of this Agreement through the Effective Time Time, in a manner that does not interfere unreasonably with normal operations, to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of NFCU and to such other information as any party Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Parent all other information concerning the business, properties and personnel of it NFCU as the other Parent may reasonably request. (b) Each of the Company Parent and the Acquiror Nationwide Bank agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date of this Agreement in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of lawApplicable Law, including, but not limited to, 12 C.F.R. Parts 716, 717 and 748 as applicable, each party will of Parent and Nationwide Bank shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date of this Agreement in connection with the entering into this Agreement) unless such information (i) was already known to such partyparty from a source not known by such party to be bound by a confidentiality obligation concerning such information, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains NFCU or (iv) is or becomes readily ascertainable from published information publicly available sources other than as a result of disclosure by Parent or trade sourcesNationwide Bank or their representatives. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Merger shall otherwise fail to be consummated, each party of Parent and Nationwide Bank shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to another party hereto NFCU to be returned to NFCU or destroyed and, upon the party which furnished written request of NFCU, Parent shall furnish to NFCU an affidavit of the samePresident of Parent attesting that all such action has been taken. No investigation by either party Parent or Nationwide Bank of the business and affairs of the other NFCU shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation the obligations of Parent and Nationwide Bank to consummate the transactions contemplated by this AgreementMerger.

Access; Information. (a) Each of the Company Westborough and the Acquiror agrees Assabet agree that upon reasonable notice and subject to applicable laws relating to the exchange of information, it Westborough shall afford the AVB and AVB's officers, employees, counsel, accountants and other party authorized representatives, and the other partyAVB shall afford Westborough and Westborough's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Mid-Tier Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), propertiesproperties and personnel, personnel and to such other information as any party AVB or Westborough may reasonably request and, during such period, it Westborough shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking lawsAVB, and (ii) AVB shall furnish promptly to Westborough, all other information concerning the its business, properties and personnel of it as AVB or Westborough, as the other case may be, may reasonably request. Representatives of Westborough Financial's senior management will meet periodically with representatives of AVB's senior management to coordinate post-closing integration planning, including working toward conforming Westborough Financial's and AVB's asset/liability management, lending practice, credit review and administrative and related policies and practices. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.6 (as well as any other information obtained prior to the date of this Agreement in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.6 (as well as any other information obtained prior to the date of this Agreement in connection with the entering into of this Agreement), unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains pertains, or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror agrees that upon Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, it each of MB and OVBC, and their Subsidiaries, shall afford Representatives of the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as any such other party may reasonably request and, during such period, it (i) shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, to the extent permitted by applicable Law and regulations; and (ii) shall grant access to all other information concerning the business, properties and personnel of it each party as the other may reasonably request. MB shall invite one representative of OVBC selected by OVBC from time to time, which representative shall be an OVBC director or senior executive officer, to attend, solely as an observer, all meetings of the boards of directors (and committees thereof) of MB and M▇▇▇▇▇ Bank after the date of this Agreement; provided, however, that in no event shall such OVBC representative be invited to or permitted to attend any executive session of MB's or M▇▇▇▇▇ Bank's Board or any meeting at which MB determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the MB Board or M▇▇▇▇▇ Bank Board, as applicable. (b) Each of the Company and the Acquiror agrees that it OVBC will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject , and such information will be subject to the requirements confidentiality provisions of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information 6.17. (ic) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (d) During the period from the date of this Agreement to the Effective Time, MB and OVBC shall each deliver to the other its monthly and quarterly unaudited consolidated financial statements prepared for its internal use and the report of condition and income for its subsidiary bank each quarterly period completed prior to the Effective Date as the same shall become available.

Access; Information. (a) Each of the The Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Parent and the other partyParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of the Company and the Company Bank and to such other information relating to the Company or the Company Bank as any party Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Parent all other information concerning the business, properties and personnel of it the Company and the Company Bank as the other Parent may reasonably request. (b) Each Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the Acquiror Company may reasonably request. (c) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this AgreementTransactions.

Access; Information. (a) Each of the Company Mason and the Acquiror United agrees that upon reasonable notice and subject to applicable t▇ ▇▇▇licable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company GAFC and the Acquiror Summit agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's ’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and and, and, subject to the consent of the independent auditors, work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as, the same shall become available.

Access; Information. (a) Each of the Company and the Acquiror IPC agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Parent and the other party's Parent’s officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of IPC and to such other information relating to IPC as any party Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Parent all other information concerning the business, properties and personnel of it IPC as the other Parent may reasonably request. (b) Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford IPC and its authorized representatives such access to Parent’s personnel as IPC may reasonably request. (c) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransaction. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 5.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transaction shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this AgreementTransaction.

Access; Information. (a) Each of the Company and the Acquiror agrees The Parties agree that upon reasonable notice notice, as may be reasonable in light of Contagion Event Measures, and subject to applicable laws Laws relating to the exchange of informationinformation and in each case subject to the requirements that such requests or access shall not unreasonably interfere with the business or operations of the Party, it shall afford the other party Party and the other party's its officers, employees, counsel, accountants and other authorized representatives, such representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax returns including Tax Returns and work papers of independent auditors), propertiesContracts, information technology systems, properties and personnel and to such other information as any party such other Party may reasonably request (subject to compliance with all applicable Laws and commercially reasonable health and safety procedures imposed by such Party with respect to its and its Subsidiaries’ employees), and each shall cooperate with the other Party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, it each shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) other Party promptly all other information concerning the its business, properties and personnel of it as the other Party may reasonably request. (b) Each of the Company and the Acquiror Party agrees that it will notwill, and will cause its representatives not to, use hold any information obtained pursuant to this Section 5.05 for any purpose unrelated to 5.07 in accordance with the consummation terms of the transactions contemplated by this Confidentiality Agreement. Subject to , dated as of June 11, 2021 (the requirements of law“Confidentiality Agreement”), each party will keep confidential, between Parent and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information the Company. (ic) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party Party of the business and affairs of the other Party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's such Party’s obligation to consummate the transactions contemplated by this Agreement. (d) Notwithstanding anything in this Section 5.07 to the contrary, no Party shall be required to provide the other Party with access or disclose information where such access or disclosure would, in the reasonable opinion of such Party’s counsel, (i) jeopardize the attorney-client privilege of the such Party (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties), (ii) contravene any binding Contract entered into by such Party prior to the date of this Agreement or any Law applicable to such Party, or (iii) involve disclosure of “confidential supervisory information” in accordance with Section 1.02(b). In the event any of the restrictions in this Section 5.07(d)(i) or (ii) shall apply, each Party shall use its commercially reasonable best efforts to make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Law.

Access; Information. (a) Each of the Company and the Acquiror RLBI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Company and the other partyCompany's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as any party the Company may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Company all other information concerning the its business, properties and personnel of it as the other Company may reasonably request. (b) Each Without limiting the generality of Section 6.05(a), prior to the Effective Time, the Company and the Acquiror Company's representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of RLBI and the Bank are in satisfactory condition and will not in a material way adversely impact the Company after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the satisfaction of the conditions to closing as provided hereunder. (c) RLBI agrees that, subject to applicable laws, it shall cooperate in good faith with the Company on mutually agreed operating issues which the parties agree have priority. (d) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, consummated (A) each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the samesame and (B) for one year after such termination, neither RLBI on the one hand, nor the Company or Merger Subsidiary on the other, shall solicit the services of any employee of such other party for purposes of engaging them as an employee, agent, consultant or independent contractor of such soliciting party. Notwithstanding the foregoing, nothing herein shall prevent the parties hereto from any general advertising or recruitment activities not directed specifically at the employees of the other party hereto. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement. (e) RLBI shall provide to the Company the agenda for or a summary of the business proposed to be discussed at: (i) all meetings of the Boards of Directors of RLBI and the Bank, and (ii) all meetings of the committees of each such Board of Directors, including without limitation the audit and executive committees thereof. RLBI shall give reasonable notice to the Company of any such meeting; however, the attendance at any such meeting by any Company representative shall be deemed a waiver of any notice required for such meeting pursuant to this Section 6.05(e). RLBI shall provide to the Company all information provided to the directors for, during and after all such Board of Directors and committee meetings, when the same are provided to such directors, including minutes of prior meetings, financial reports and any other analyses prepared by senior management of RLBI; provided, however, that the Company shall provide information relating to an Acquisition Proposal only in accordance with Section 6.06 hereof. All such information provided to Company shall be treated in confidence as provided herein. RLBI shall allow two representatives of the Company to attend as an observer all meetings of the Board of Directors of RLBI and the Bank and all committee meetings; provided, however, that such representatives shall be excluded from all discussions relating to an Acquisition Proposal or the terms and conditions of this Agreement.

Access; Information. (a) Each of the Company and the Acquiror agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of information, it the Company shall afford the other party Acquiror and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party it may reasonably request and, during such period, it the Company shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the its business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. , or at the other party's request, destroyed. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company Bancshares and the Acquiror Wachovia agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company ALBANK and the Acquiror COFI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representativesRepresentatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company ALBANK and the Acquiror COFI agrees that it will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company and the Acquiror Chart agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Bancorp and the other partyBancorp's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as any party Bancorp may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Bancorp all other information concerning the its business, properties and personnel as Bancorp may reasonably request. Representatives of Chart's senior management will meet periodically with representatives of Bancorp to coordinate post-closing integration planning, including working toward conforming Chart's and Bancorp's asset/liability management, lending practice, credit review and administrative and related policies and practices. (b) Bancorp agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Chart and its authorized representatives such access to Bancorp's personnel as the other Chart may reasonably request and to such information relating to Bancorp as Chart may reasonably request. (bc) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.7 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.7 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror OC Financial agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party First Place and the other partyFirst Place's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of OC Financial and to such other information relating to OC Financial as any party First Place may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) First Place all other information concerning the business, properties and personnel of OC Financial as First Place may reasonably request, subject to applicable law. (b) First Place agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford OC Financial and its authorized representatives such access (during normal business hours) to First Place's personnel as the other OC Financial may reasonably request. (bc) Each of the Company and the Acquiror Party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of law, each party will Party shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such partyParty, (ii) becomes available to such party Party from other sources not known by such party Party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party Party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Merger shall otherwise fail to be consummated, each party Party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which Party that furnished the same. No investigation by either party any Party of the business and affairs of the any other Party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either partyany Party's obligation to consummate the transactions contemplated by this AgreementMerger.

Access; Information. (a) Each of Parent and the Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party party, and the other party's ’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking lawslaws , and (ii2) all other information concerning the business, properties and personnel of it as the other may reasonably request; provided that the foregoing shall not require Parent or the Company (A) to permit any inspection, or to disclose any information, that in the reasonable judgment of Parent or the Company, as the case may be, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if Parent or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (B) to disclose any privileged information of Parent or the Company, as the case may be, or any of its subsidiaries. All requests for information made pursuant to this Section 5.5 shall be directed to an executive officer of Parent or the Company, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the providing party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that If this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished other party, except to the same. No investigation by either party of the business and affairs of the other shall affect or extent such action would be deemed to modify or waive any representationinconsistent with applicable law, warrantyregulation, covenant or agreement in this Agreementlegal process, or the conditions applicable party’s internal policies and procedures. (c) In addition to either party's obligation to consummate the confidentiality arrangements contained in this Plan, all information provided or obtained in connection with the transactions contemplated by this Plan (including pursuant to clause (a) above) will be held by Parent or the Company, as the case may be in accordance with and subject to the terms of the Confidentiality Agreement, dated May 15, 2007, between Parent and the Company (the “Confidentiality Agreement”). In the event of a conflict or inconsistency between the terms of this Plan and the Confidentiality Agreement, the terms of this Plan will govern.

Access; Information. (a) Each of the Company and the Acquiror UNB agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party EWBC and the other party's EWBC’s officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as any party EWBC may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) EWBC all other information concerning the its business, properties and personnel of it as the other EWBC may reasonably request. (b) Each Without limiting the generality of Section 6.04(a), prior to the Effective Time, EWBC and its respective representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of UNB are in satisfactory condition and will not in a material way adversely impact EWBC after consummation of the Company transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the Acquiror satisfaction of the conditions to closing as provided hereunder. (c) UNB agrees that, subject to applicable laws, it shall cooperate in good faith with EWBC on mutually agreed operating issues which the parties agree have priority. (d) EWBC agrees that, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford UNB and its authorized representatives such access to EWBC’s books and records as UNB may reasonably request. (e) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.04 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.04 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, (A) each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same; (B) neither UNB or the Principal Shareholder, on the one hand, nor EWBC or EWB, on the other hand, shall, and each of the parties shall cause its respective representatives not to, use any confidential information to solicit customers of the other party; and (C) for one year after such termination, neither UNB or the Principal Shareholder, on the one hand, nor EWBC or EWB, on the other hand, shall, and each of the parties shall cause its respective representatives not to, solicit the services of any employee of such other party for purposes of engaging them as an employee, agent, consultant or independent contractor of such soliciting party, provided, however, that neither party will be barred from retaining the services, in any capacity, of any current employee of the other party in the event such employee approaches such party with the intent of securing employment with such party. Notwithstanding the foregoing, nothing herein shall prevent the parties hereto from any general advertising or recruitment activities not directed specifically at the employees of the other party hereto. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror Seller agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Purchaser and the other party's Purchaser’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time Closing Date to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information of the Company as any party Purchaser may reasonably request and, during such period, it shall furnish promptly to Purchaser such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it the Company as the other Purchaser may reasonably request. (b) Each of the Company and the Acquiror Party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 1.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 1.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. . (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the The Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Parent and the other partyParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as any party Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel of it as the other Parent may reasonably request. (b) Each Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the Acquiror Company may reasonably request. (c) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company CCFNB and the Acquiror agrees CFC agree that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party party, and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the business, properties and personnel of it as the other may reasonably request; provided that the foregoing shall not require CCFNB or CFC (A) to permit any inspection, or to disclose any information, that in the reasonable judgment of CCFNB or CFC, as the case may be, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if CCFNB or CFC, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (B) to disclose any privileged information of CCFNB or CFC, as the case may be, or any of its subsidiaries. All requests for information made pursuant to this Section 5.5 shall be directed to an executive officer of CCFNB or CFC, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) unless such information (i1) was already known to such party, ; (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, ; (iii3) is disclosed with the prior written approval of the party to which such information pertains providing party; or (iv4) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that If this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished other party, except to the same. No investigation by either party of the business and affairs of the other shall affect or extent such action would be deemed to modify or waive any representationinconsistent with applicable law, warrantyregulation, covenant or agreement in this Agreementlegal process, or the conditions to either applicable party's obligation internal policies and procedures. (c) In addition to consummate the confidentiality arrangements contained in this Plan, all information provided or obtained in connection with the transactions contemplated by this Plan (including pursuant to clause (a) above) will be held by CCFNB or CFC, as the case may be in accordance with and subject to the terms of the Confidentiality Agreement, dated November 5, 2007 between CCFNB and CFC (the "Confidentiality Agreement"). In the event of a conflict or inconsistency between the terms of this Plan and the Confidentiality Agreement, the terms of this Plan will govern.

Access; Information. (a) Each of the Company JCB, Parent and the Acquiror ▇▇▇▇▇▇▇ agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's ’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (includingrecords, without limitationTax Returns, tax returns and work papers of independent auditors), properties, personnel and to such other information as any the other party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the its business, properties and personnel of it as the other may reasonably request. Neither Parent or its Subsidiaries nor JCB shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of Parent, JCB or their respective Subsidiaries, as the case may be, or contravene any applicable law or regulation. (b) Each party hereto shall, and shall use its reasonable best efforts to cause each of its directors, officers, attorneys and advisors, to maintain the confidentiality of, and not use to the detriment of the Company and other parties, all information of the Acquiror agrees that it will not, and will cause its representatives not to, use any information other parties obtained prior to the date of this Agreement or pursuant to this Section 5.05 6.05 that is not otherwise publicly disclosed by the other parties, unless such information is required to be included in any filing required by law or in an application for any purpose unrelated to regulatory approval required for the consummation of the transactions contemplated by hereby, such undertaking with respect to confidentiality to survive any termination of this Agreement. Subject In the case of information that a party believes is necessary in making any such filing or obtaining any such regulatory approval, that party will provide the other parties a reasonable opportunity to review any such filing or any application for such regulatory approval before it is filed sufficient for it to comment on and object to the requirements content of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains filing or (iv) is or becomes readily ascertainable from published information or trade sourcesapplication. In the event that If this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedterminated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned return to the furnishing party which furnished or, at the same. request of the furnishing party, promptly destroy in a manner that renders the information impracticable to read or reconstruct and certify the destruction of all confidential information received from the other party. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (d) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of the Company GAFC and the Acquiror Summit agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and and, and, subject to the consent of the independent auditors, work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as, the same shall become available.

Access; Information. (a) Each of the Company and the Acquiror Target agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Parent and the other partyParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of Target and Target Bank and to such other information relating to Target and Target Bank as any party Parent may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) Parent all other information concerning the business, properties and personnel of it Target and Target Bank as the other Parent may reasonably request. (b) Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Target and its authorized representatives such access to Parent's personnel as Target may reasonably request. (c) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this AgreementTransactions.

Access; Information. (a) Each of the Company and the Acquiror agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of information, it the Company shall afford the other party Acquiror and the other party's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitationincluding credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party it may reasonably request and, during such period, it the Company shall furnish promptly to such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the its business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 6.05, and, with respect to the Company, in connection with the transactions contemplated hereby, unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. , or at the other party's request, destroyed. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of the Company Zions and the Acquiror First Security agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party party, and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each of the Company and the Acquiror party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.05 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the same. other party. (c) No investigation by either party of the business and affairs of the other party, pursuant to this Section 6.05 or otherwise, shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.