Common use of Access; Information Clause in Contracts

Access; Information. (a) Each of PNB and Western agrees that upon reasonable notice, and subject to applicable laws relating to the exchange of information, 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 the requesting party may reasonably request and, during such period, the providing party shall furnish promptly to 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 requesting party may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 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 6.5 (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 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 the other party to be returned to the other 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 PNB and Western Security agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party it shall afford the other party Farmers and the other partyFarmers'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 the requesting party Farmers may reasonably request and, during such period, the providing party Security shall furnish promptly to the requesting party Farmers (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 Security as the requesting party Farmers may reasonably request. (b) Each party of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Section 6.5 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 6.5 Agreement (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, 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 the other another party hereto to be returned to the other partyparty 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 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, Security shall promptly furnish Farmers 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 PNB the Company and Western the Acquiror agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 providing party, 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 the other another party hereto to be returned to the other partyparty 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 party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of PNB FWB and Western SFG agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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 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 PNB CBTC and Western United agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. Neither United or its Subsidiaries nor CBTC 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 United, CBTC 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 party of CBTC and United agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 7.04 (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 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 6.5 7.04 (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 providing party, 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 the other another party hereto to be returned to the other partyparty that 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 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 7.04 are in addition to, and not in lieu of, that certain confidentiality agreement dated April 15, 2021, between United and CBTC (the “Confidentiality Agreement”), the terms of which are specifically confirmed.

Access; Information. (a) Each of PNB Virginia Commerce and Western Buyer agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party 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 party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing party, 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 the other another party hereto to be returned to the other partyparty that 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 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 PNB PNC and Western the Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party 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 party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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 6.5 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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, 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 the other party to be returned to the other party. No investigation by either party of . (c) In addition to the business and affairs of the other party 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. (a) Each of PNB and Western agrees that upon Upon reasonable notice, notice and subject to applicable laws Laws relating to the exchange of information, each party shall, and shall cause its Subsidiaries to, afford the other party Other Parties and the other party's officerstheir Representatives, employeesaccess, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time Time, to the all of its properties, books, records (includingcontracts, without limitationcommitments and records, tax returns and work papers of independent auditors), properties, personnel and to such other information as the requesting party may reasonably request its Representatives, and, during such period, the providing party it shall, and shall cause its Subsidiaries to, furnish promptly to the requesting party such Person and its Representatives (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities law (other than reports or banking lawsdocuments that VNR or ENP or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning the its business, properties and personnel of it as the requesting party Other Parties may reasonably request.. Notwithstanding the foregoing, neither ENP nor VNR nor any of their respective Subsidiaries shall be required to (A) provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement or (B) allow any invasive sampling or testing of their properties. The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the immediately preceding sentence apply (b) Each party agrees that it VNR and ENP, respectively, will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 (as well as to which it was not entitled under Law or any agreement other information obtained prior to the date hereof in connection with the entering into of than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement. Subject to Agreement or (ii) the requirements of law, each party will keep confidentialmatters contemplated by Section 6.2 in accordance with the terms thereof, and will cause its representatives to keep confidential, hold all information and documents obtained pursuant to this Section 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 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 the other party to be returned to the other partyconfidence. 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 ’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of PNB FNB and Western agrees Granite each agree that upon reasonable notice, notice and subject to applicable laws Laws relating to the exchange of information, each party 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 FNB or Granite, as the requesting party case may be, may reasonably request and, during such period, the providing party it shall furnish promptly to 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 requesting 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 party of FNB and Granite agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing party, 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 the other party to be returned to the other 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 ’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 PNB Premier and Western United agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing party, 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 the other another party hereto to be returned to the other partyparty 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 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 PNB and Western The Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Parent may reasonably request and, during such period, the providing party it shall furnish promptly to 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) Parent all other information concerning the its business, properties and personnel of it as the requesting party 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 the Company and its authorized representatives such access to Parent’s personnel as the 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 6.5 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 6.5 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 providing 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 shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other another party hereto to be returned to the other partyparty 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 PNB and Western Seller agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party it shall afford the other party Purchaser and the other party's Purchaser’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, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as the requesting party Purchaser may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting party Purchaser (i) a copy of each material report, schedule and other document filed by it Seller 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 Seller as the requesting party Purchaser may reasonably request. In no event, however, is Seller obligated to (i) provide access or disclose any information to Purchaser where such access or disclosure would violate any agreement not to disclose confidential information; or (ii) provide access to board minutes that discuss of the transactions contemplated by this Agreement, any Acquisition Proposal or any other subject matter Seller reasonably determines should be treated as confidential. (b) Each party of Purchaser and Seller agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other party to be returned to the other 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 ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Seller shall cause one or more of its representatives to confer with representatives of Purchaser and report the general status of its ongoing operations at such times as Purchaser may reasonably request. Seller will promptly notify Purchaser 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 Seller or any of its Subsidiaries. Without limiting the foregoing, senior officers of Purchaser and Seller shall meet on a reasonably regular basis (expected to be at least monthly) to review the financial and operational affairs of Seller and its Subsidiaries, in accordance with applicable law, and Seller shall give due consideration to Purchaser’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Purchaser nor any of its Subsidiaries shall under any circumstance be permitted to exercise control of Seller or any of its Subsidiaries prior to the Effective Time. (d) The Bank and Purchaser Bank shall meet on a regular basis to discuss and plan for the conversion of the Bank’s data processing and related electronic informational systems to those used by Purchaser Bank, which planning shall include, but not be limited to, discussion of the possible termination by the 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 the 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, it being understood that the Bank shall not be obligated to take any such action prior to the Effective Time and, unless the Bank otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that the Bank takes, at the request of Purchaser Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Purchaser Bank shall indemnify the 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 Seller.

Access; Information. (a) Each of PNB and Western The Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Parent may reasonably request and, during such period, the providing party it shall furnish promptly to 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) Parent all other information concerning the its business, properties and personnel of it as the requesting party 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 the Company and its authorized representatives such access to Parent's personnel 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 6.5 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 6.5 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 providing 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 shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other another party hereto to be returned to the other partyparty 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 PNB and Western The Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 of the Company and its Subsidiaries and to such other information as the requesting party Parent may reasonably request and, during such period, the providing party it shall furnish promptly to 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) Parent all other information concerning the business, properties and personnel of it the Company and its Subsidiaries as the requesting party Parent may reasonably request. (b) Each party Parent agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 Parent shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.5 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, 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 Transactions shall otherwise fail to be consummated, each party Parent shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to the other party Company to be returned to the other partyCompany or destroyed and, upon the written request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been taken. No investigation by either party Parent of the business and affairs of the other party 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 Parent Sub to consummate the transactions contemplated by this AgreementTransactions.

Access; Information. (a) Each of PNB Community Financial and Western CHC agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party of Community Financial and CHC agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior to the date hereof 6.05 in connection accordance with the entering into terms 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, 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 the other another party hereto to be returned to the other party. party which furnished the same. (c) No investigation by either party Community Financial or CHC 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 the party's ’s obligation to consummate the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, neither party shall be required to provide access or disclose information where such access or disclosure would violate the rights of its customers, jeopardize the attorney-client privilege of the party or person in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement.

Access; Information. (a) Each of PNB MNB and Western SFG agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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 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 PNB and Western Camco agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party First Place may reasonably request and, during such period, the providing party it shall furnish promptly to 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) 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 requesting party Camco may reasonably request, and, during such period, it shall furnish promptly to Camco all information that Camco may reasonably request. (bc) Each party Party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing 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 the other another party hereto to be returned to the other partyParty that furnished the same. No investigation by either party any Party of the business and affairs of the any other party 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 PNB CMS and Western agrees Customers agree that upon reasonable notice, notice and subject to applicable laws Laws relating to the exchange of information, each party 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 the requesting party each may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting party other (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 requesting 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 party of CMS and Customers agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other party to be returned to the other 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 ’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 PNB ▇▇▇▇▇▇ and Western Mutual First agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party of ▇▇▇▇▇▇ and Mutual First agrees that it will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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 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 PNB Valley Financial and Western Buyer agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party 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 party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing party, 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 the other another party hereto to be returned to the other partyparty that 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 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 PNB and Western agrees that upon Upon reasonable notice, notice and subject to applicable laws Laws relating to the exchange of information, each party Party shall, and shall cause its Subsidiaries to, afford the other party Other Parties and the other party's officerstheir respective Representatives access, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Astro Effective Time Time, to the all of its properties, books, records (includingcontracts, without limitation, tax returns and work papers of independent auditors), propertiescommitments, personnel and to such other information historical records as the requesting party may reasonably request requested and, during such period, the providing party it shall and shall cause its Subsidiaries to, furnish promptly to the requesting party (i) such Person and its Representatives a copy of each material report, schedule and other document filed by it during such period pursuant to the requirements of federal or state securities Law (other than reports or banking lawsdocuments that Parent or the Company or their respective Subsidiaries, and as the case may be, are not permitted to disclose under applicable Law). Notwithstanding the foregoing, neither the Company nor Parent nor any of their respective Subsidiaries shall be required to (i) allow invasive sampling or testing of their respective properties or improvements thereon as a part of or in connection with any environmental investigation or review including with respect to the presence, Release or threatened Release of, or exposure to, any Hazardous Materials; or (ii) all other provide access to or to disclose information concerning where such access or disclosure would jeopardize the businessattorney-client privilege of the institution in possession or control of such information or contravene any Law, properties and personnel fiduciary duty or binding agreement entered into prior to the date of it as the requesting party may reasonably requestthis Agreement. (b) Each party agrees that it The Buyer Parties and the Company, respectively, will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 7.5 (as well as to which it was not entitled under Law or any agreement other information obtained prior to the date hereof in connection with the entering into of than this Agreement) for any purpose unrelated (i) to the consummation of the transactions Merger Transactions or (ii) the matters contemplated by this Agreement. Subject to Section 7.2 in accordance with the requirements of law, each party will keep confidentialterms thereof, and will cause its representatives to keep confidential, hold all information and documents obtained pursuant to this Section 6.5 (as well as any other information obtained prior to the date hereof 7.5 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, 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 the other party to be returned to the other partyconfidence. No investigation by either party Party of the business and affairs of the other party Other Parties 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 Transactions.

Access; Information. (a) Each of PNB and Western agrees that upon Upon reasonable notice, notice and subject to applicable laws Laws relating to the exchange of information, each party shall, and shall cause its Subsidiaries to, afford the other party parties and the other party's their officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period prior to the Effective Time Time, to the all of its properties, books, records (includingcontracts, without limitationcommitments and records, tax returns and work papers of independent auditors), properties, personnel and to such its officers, employees, accountants, counsel or other information as the requesting party may reasonably request representatives, and, during such period, the providing party it shall, and shall cause its Subsidiaries to, furnish promptly to the requesting party such Person and its representatives (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities law (other than reports or banking lawsdocuments that the Company or the Partners Entities or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning the business, properties and personnel of it as the requesting party other may reasonably request. Neither the Company nor any of the Partners Entities nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Each party agrees that it The Partners Entities and the Company, respectively, will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 6.6 or Section 6.7 (as well as to which it was not entitled under Law or any agreement other information obtained prior to the date hereof in connection with the entering into of than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement. Subject to Agreement or (ii) the requirements of law, each party will keep confidentialmatters contemplated by Section 6.7 in accordance with the terms thereof, and will cause its representatives to keep confidential, hold all information and documents obtained pursuant to this Section 6.5 6.6 or Section 6.7 in confidence (except 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 permitted by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the 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 the other party to be returned to the other partySection 6.7(b)). No investigation by either any such 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 such party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) The Company and Partners shall cause their respective Subsidiaries to permit the Partners Entities and the Company and their respective Representatives, as applicable to conduct a physical inspection of the Company Vessels or the Partners Vessels, as applicable, during the period prior to the Closing (such inspections to be performed (i) after providing reasonable advance notice to the Company or Partners, as applicable, of the specific inspection requests, (ii) during normal business hours and (iii) without interfering with the normal course of business of the Company Vessels or Partners Vessels and their respective crew members, as applicable). The parties acknowledge and agree that, notwithstanding this Section 6.6 or other provisions herein to the contrary, (i) neither the Company nor Partners shall be obligated to repair any Company Vessel or Partners Vessel, as applicable, or cure any breach related to the Company Vessels or Partners Vessels, as applicable, as a result of such inspection, and (ii) that any costs or expenses to remedy the conditions and exceptions set forth in Section 5.1(p) of the Company Disclosure Schedule remain the obligation of the Company and the Surviving Entity after the Effective Time and any costs or expenses to remedy the conditions and exceptions set forth in Section 5.2(p) of the Partners Disclosure Schedule remain the obligation of Partners and Partners GP after the Effective Time.

Access; Information. (a) Each of PNB Three Rivers and Western Sky agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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 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 PNB Parent and Western the Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party 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 party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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 6.5 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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, 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 the other party to be returned to the other party. No investigation by either party of , except to the business and affairs of the other party 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 PNB Central and Western Wachovia agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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 party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of PNB Century and Western United agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing party, 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 the other another party hereto to be returned to the other partyparty 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 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 PNB Fed One and Western United agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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 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 PNB and Western The Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Parent may reasonably request and, during such period, the providing party it shall furnish promptly to 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) Parent all other information concerning the business, properties and personnel of it the Company or the Company Bank as the requesting party 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 the Company and its authorized representatives such access to Parent's personnel 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 6.5 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 6.5 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 providing 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 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 the other another party hereto to be returned to the other partyparty 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 PNB Cardinal and Western United agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. Neither United or its Subsidiaries nor Cardinal 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 United, Cardinal 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 party of Cardinal and United agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 7.04 (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 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 6.5 7.04 (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 providing party, 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 the other another party hereto to be returned to the other partyparty that 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 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 7.04 are in addition to, and not in lieu of, those certain confidentiality agreements dated May 23, 2016 and August 10, 2016, between United and Cardinal (the “Confidentiality Agreement”), the terms of which are specifically confirmed.

Access; Information. (a) Each of PNB ParentCo, GDSC and Western DCA agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, 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 the requesting party may reasonably request and, during such period, the providing party shall furnish promptly to 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 requesting party may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 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 the other party to be returned to the other 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 PNB Centra and Western United agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. Neither United or its Subsidiaries nor Centra 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 United, Centra 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 party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing party, 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 the other another party hereto to be returned to the other partyparty that 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 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 October 5, 2010, between United and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc, the terms of which are hereby specifically confirmed.

Access; Information. (aA) Each of PNB and Western agrees that upon Upon reasonable notice, and subject to applicable laws relating to the exchange of information, each party shall it 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 the requesting party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party 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 party agrees that it will not, and will cause its representatives not to, use any information obtained No investigation pursuant to this Section 6.5 (as well as 5.3 by 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 6.5 (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 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 the other party to be returned to the other 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 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 PNB and Western agrees The Parties agree that upon reasonable notice, 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, each 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 the requesting party such other Party may reasonably request and, during such period, the providing party Parties shall furnish to other Party promptly to 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 its business, properties and personnel of it as the requesting party 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 party Party agrees that it will notwill, and will cause its representatives not to, use hold any information obtained pursuant to this Section 6.5 (as well as any other information obtained prior to the date hereof 5.07 in connection accordance with the entering into of this Agreement) for any purpose unrelated to 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 6.5 the Company. (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementd) 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, 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 the other party to be returned to the other party. No investigation by either party Party of the business and affairs of the other party 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 PNB and Western The Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party shall afford for the other party purposes of consummating the Merger and the other party's officerstransactions 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, employees, counsel, accountants it shall afford Parent 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 the requesting party Parent may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party Parent may reasonably request. (b) Each party of Parent and the Company agrees that that, for three years after the 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 providing party, other party 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 the other party or its business or operations, and all documents created based upon or reflecting such information, to be destroyed or returned to the such other party. No investigation by either party Parent or the Company of the business and affairs of the other party 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 PNB and Western agrees that upon Upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party it may reasonably request and, during such period, the providing party Company shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior 6.05, and, with respect to the date hereof Company, in connection with the entering into of this Agreement) 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 providing 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 shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other 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 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 PNB Zions and Western First Security agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, party 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 the other party to be returned to the other party. . (c) No investigation by either party of the business and affairs of the other party 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. (aA) Each of PNB Signet and Western First Union agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (bB) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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 6.5 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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, 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 the other another party hereto to be returned to the other party. party which furnished the same. (C) 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 AgreementPlan, or the conditions to either party's obligation to consummate the transactions contemplated by this AgreementPlan.

Access; Information. (a) Each of PNB Jefferson and Western Wachovia agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information informa tion obtained pursuant to this Section 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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 party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of PNB and Western Franklin agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party First Place may reasonably request and, during such period, the providing party it shall furnish promptly to 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) 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 requesting party Franklin may reasonably request. (bc) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing 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 shall promptly cause all copies of documents or extracts thereof containing information and data as to the other another party hereto to be returned to the other partyparty 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 PNB Sterling and Western the Bank agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party ▇▇▇▇▇-▇▇▇▇▇ may reasonably request and, during such period, the providing party it shall furnish promptly to 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 requesting party other may reasonably request.. F5856N.597 Y 2:10/16/98 (bB) Each party ▇▇▇▇▇-▇▇▇▇▇ agrees that it will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 6.5 6.4 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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 6.5 6.4 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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, 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 the other another party hereto to be returned to the other party. party which furnished the same. (C) 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 AgreementPlan, or the conditions to either party's obligation to consummate the transactions contemplated by this AgreementTransactions.

Access; Information. (a) Each of PNB and Western Seller agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party it shall afford the other party Purchaser and the other partyPurchaser'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, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as the requesting party Purchaser may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting party Purchaser (i) a copy of each material report, schedule and other document filed by it Seller 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 Seller as the requesting party Purchaser may reasonably request. In no event, however, is Seller obligated to (i) provide access or disclose any information to Purchaser where such access or disclosure would violate any agreement not to disclose confidential information; or (ii) provide access to board minutes that discuss of the transactions contemplated by this Agreement, any Acquisition Proposal or any other subject matter Seller reasonably determines should be treated as confidential. (b) Each party of Purchaser and Seller agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other party to be returned to the other 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. (c) During the period from the date of this Agreement to the Effective Time, Seller shall promptly furnish Purchaser 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 PNB and Western IJL agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Wachovia may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting other party may reasonably request. (b) Each party Wachovia agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing party, 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 the other party IJL to be returned to the other partyIJL. No investigation by either party Wachovia of the business and affairs of the other party 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 PNB and Western agrees that upon Upon reasonable notice, notice and subject to applicable laws law relating to the exchange of information, each party 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 the requesting party it may reasonably request and, during such period, the providing party Company shall furnish promptly to the requesting 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 requesting party Acquiror may reasonably request. (b) Each party 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior 6.05, unless, with respect to the date hereof Company and in connection with the entering into of this Agreement) unless 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 providing party, 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 the other 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 party 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 PNB and Western Chart agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Bancorp may reasonably request and, during such period, the providing party it shall furnish promptly to 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) 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 requesting party Chart may reasonably request and to such information relating to Bancorp as Chart may reasonably request. (bc) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing 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 shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other another party hereto to be returned to the other partyparty 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 PNB and Western agrees that upon Upon reasonable notice, notice and subject to applicable laws Laws relating to the exchange of information, each party shall, and shall cause its Subsidiaries to, afford the other party parties and the other party's their officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period prior to the Effective Time Time, to the all of its properties, books, records (includingcontracts, without limitationcommitments and records, tax returns and work papers of independent auditors), properties, personnel and to such its officers, employees, accountants, counsel or other information as the requesting party may reasonably request representatives, and, during such period, the providing party it shall, and shall cause its Subsidiaries to, furnish promptly to the requesting party such Person and its representatives (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities law (other than reports or banking lawsdocuments that Midstream or CEQP or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning the business, properties and personnel of it as the requesting party other may reasonably request. Neither Midstream nor CEQP nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) Each party agrees that it CEQP and Midstream, respectively, will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 6.6 or Section 6.7 (as well as to which it was not entitled under Law or any agreement other information obtained prior to the date hereof in connection with the entering into of than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement. Subject to Agreement or (ii) the requirements of law, each party will keep confidentialmatters contemplated by Section 6.7 in accordance with the terms thereof, and will cause its representatives to keep confidential, hold all information and documents obtained pursuant to this Section 6.5 (as well as any other information obtained prior to the date hereof 6.6 or Section 6.7 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, 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 the other party to be returned to the other partyconfidence. No investigation by either such 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 PNB and Western The Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Parent may reasonably request and, during such period, the providing party it shall furnish promptly to 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) Parent all other information concerning the its business, properties and personnel of it as the requesting party Parent may reasonably request. (b) Without limiting the generality of Section 6.05(a), prior to the Effective Time, Parent, Parent Bank and their respective representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of the Company are in satisfactory condition and will not in a material way adversely impact Parent or Parent Bank 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) The Company agrees that, subject to applicable laws, it shall cooperate in good faith with Parent on mutually agreed operating issues which the parties agree have priority. (d) 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 Company 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 6.5 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 6.5 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, 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, (i) each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other another party hereto to be returned to the party which furnished the same; (ii) neither the Company on the one hand, nor Parent or Parent Bank on the other hand, shall, and each of the parties shall cause its respective Subsidiaries and representatives not to, use any confidential information to solicit customers of the other party; and (iii) for one year after such termination, neither the Company on the one hand, nor Parent or Parent Bank on the other shall, and each of the parties shall cause its respective Subsidiaries and 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 obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of PNB and Western agrees that Indian Village shall afford, upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party shall afford the other party CSB and the other party's its officers, employees, legal 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, properties and personnel and to such other information as the requesting party CSB may reasonably request and, during such period, the providing party (i) shall furnish promptly to the requesting party (i) CSB 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 Indian Village as the requesting party CSB may reasonably request. (b) Each party agrees that it CSB will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 6.17. (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementc) 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, 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 the other another party hereto to be returned to the other partyparty 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 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, Indian Village shall deliver to CSB the monthly and quarterly unaudited consolidated financial statements of Indian Village prepared for its internal use and the report of condition and income of Indian Village Bank for each quarterly period completed prior to the Effective Date as the same shall become available. (e) During the period from the date of this Agreement to the Effective Time, CSB shall deliver to Indian Village any and all published financial statements of CSB and its Subsidiaries as the same shall become publicly available and shall furnish promptly to Indian Village a copy of each material report, schedule and other document filed by CSB or any of its Subsidiaries pursuant to federal or state securities or banking laws, to the extent permitted by applicable law and regulations.

Access; Information. (a) Each of PNB JCB, Parent and Western Skyline agrees that upon reasonable notice, and subject to applicable laws relating to the exchange of information, each party notice 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 the requesting other party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party 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 agrees that it will nothereto shall, and will shall use its reasonable best efforts to cause each of its representatives directors, officers, attorneys and advisors, to maintain the confidentiality of, and not touse to the detriment of the other parties, use any all information obtained pursuant to this Section 6.5 (as well as any of the other information parties obtained prior to the date hereof in connection with the entering into of this Agreement) Agreement or pursuant to this Section 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 6.5 (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 providing party, 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 return to the other furnishing party or, at the request of the furnishing party, promptly destroy in a manner that renders the information impracticable to be returned 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 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 ’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 PNB PNC and Western the Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party 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 party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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 6.5 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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, 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 the other party to be returned to the other party. No investigation by either party of . (c) In addition to the business and affairs of the other party 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. (a) Each of PNB and Western agrees that upon Upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party it may reasonably request and, during such period, the providing party Company shall furnish promptly to the requesting 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 requesting party Acquiror may reasonably request. (b) Each party 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior 6.05, and, with respect to the date hereof Company, in connection with the entering into of this Agreement) 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 providing partyparty to which such information pertains, or (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 the other 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 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 ’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 PNB and Western agrees that P▇▇▇▇ shall afford, upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party City may reasonably request and, during such period, the providing party shall furnish promptly to the requesting 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 requesting party 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 party 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 6.5 (6.05, as well as any other information obtained prior to the date hereof 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 6.5 6.16. (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementc) 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, 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 the other another party hereto to be returned to the other partyparty 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 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 PNB and Western agrees that CBC shall afford, upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party shall afford the other party LCNB 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 Closing Date 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 of the Bank as the requesting party LCNB may reasonably request and, during such period, to the providing party extent permitted by applicable law and regulations (i) shall furnish promptly to the requesting party (i) LCNB a copy of each material report, schedule and other document filed by it or on behalf of the Bank pursuant to the requirements of federal or state securities or banking laws, ; and (ii) shall grant access to all other information concerning the business, properties and personnel of it the Bank as the requesting party LCNB may reasonably request. CBC shall cause the Bank to invite two Representatives of LCNB selected by LCNB from time to time to attend, solely as observers, all meetings of the Bank Board (and committees thereof) after the date of this Agreement; provided, however, that in no event shall such LCNB Representatives be invited to or permitted to attend any executive session of the Bank Board or any meeting at which the Bank reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Bank Board. (b) Each party agrees that it LCNB will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 6.5 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 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 6.5 5.16. (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementc) 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, 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 the other another party hereto to be returned to the other partyparty 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 party's ’s obligation to consummate the transactions contemplated by this Agreement. (d) During the period from the date of this Agreement to the Closing Date, CBC shall deliver to LCNB the weekly and monthly unaudited financial statements of the Bank prepared for its internal use and the report of condition and income of the Bank for each quarterly period completed prior to the Closing Date as the same shall become available.

Access; Information. (a) Each of PNB Partners GP, Holdings LP, and Western Advisors LP agrees that upon reasonable notice, notice and subject to applicable laws Applicable Laws relating to the exchange of information, each party 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 the requesting party an Allianz Representative may reasonably request and, during such period, the providing party it shall furnish promptly to Allianz and AZOA and, at the requesting party 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 requesting party an Allianz Representative may reasonably request. (b) Each party of the Parties agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 in connection with the entering into of this Agreementhereof) 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 6.5 4.08 (as well as any other information obtained prior to the date hereof in connection with its consideration or consummation of any of the entering into transactions contemplated by any of this Agreementthe 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 providing 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 any of the other party Parties to be returned to the other partyappropriate Party. No investigation by either party any Party of the business and affairs of any of the other party 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 of PNB and Western Seller agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party it shall afford the other party Purchaser and the other party's officers, its employees, counseladvisors, consultants, attorneys, accountants and other authorized representativesagents ("Representatives"), such access during normal business hours throughout the period prior to the Effective Time Closing Date to the its books, records (including, without limitation, including tax returns and work papers of independent auditors), properties, personnel and to such other information as the requesting party Purchaser or its Representatives may reasonably request and, during such period, the providing party it shall furnish as promptly as reasonable to the requesting party Purchaser or its Representatives (i) a copy of each material report, schedule and other document filed by it or on its behalf pursuant to the requirements of federal or state securities or banking (or thrift) laws, and (ii) all other information concerning the its business, properties operations, assets, properties, liabilities and personnel of it as the requesting party Purchaser or its Representatives may reasonably request. (b) Each party Purchaser agrees that it will not, and will cause its representatives Representatives not to, use any information obtained pursuant to this Section 6.5 5.1(a) (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 laws, each party Purchaser will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.5 5.1(a) (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless Purchaser can show that such information (i) was already known to such partyit, (ii) becomes available to such party from other sources not known by such party Purchaser to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party, Seller 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 consummatedterminated, each party Purchaser 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 the other party Seller to be returned to the other partySeller or certify as to their destruction. No investigation by either party Purchaser or its Representatives of the business and affairs of the other party Seller shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement of Seller in this Agreement, or any of the conditions to either partyPurchaser's obligation to consummate the transactions contemplated by this Agreement. (c) Notwithstanding anything contained herein to the contrary, Seller shall not be required to provide access or disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the Person in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into by Seller prior to the date of this Agreement in the ordinary course of business. 21NEXT PAGE

Access; Information. (a) Each The Company and each of PNB and Western agrees that upon reasonable noticethe Members agree that, and subject to applicable laws Applicable Law relating to the exchange of informationinformation and any confidentiality agreements, each party 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 requesting party Purchaser or the Parent (or any such representative) may reasonably request request, and, during such period, the providing party Company shall furnish promptly to the requesting party Purchaser or the Parent (ior such other representative) (1) 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 requesting party Purchaser or the Parent (or any such other representative) may reasonably request, promptly after such request. (b) Each party of the Purchaser and the 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 providing party, other party 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 such event to the other party Company and use its reasonable efforts to be returned permit the Company to challenge or limit the other party. scope of any such action. (c) No investigation by either party the Purchaser or the Parent of the business and affairs of the other party 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 PNB and Western Seller agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party it shall afford the other party Purchaser and the other party's Purchaser’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, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as the requesting party Purchaser may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting party Purchaser (i) a copy of each material report, schedule and other document filed by it Seller 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 Seller as the requesting party Purchaser may reasonably request. In no event, however, is Seller obligated to (i) provide access or disclose any information to Purchaser where such access or disclosure would violate any agreement not to disclose confidential information; or (ii) provide access to board minutes that discuss of the transactions contemplated by this Agreement, any Acquisition Proposal or any other subject matter Seller reasonably determines should be treated as confidential. (b) Each party of Purchaser and Seller agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other party to be returned to the other 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 ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Seller shall promptly furnish Purchaser 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 PNB CCFNB and Western agrees CFC agree that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party 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 party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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 6.5 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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, ; 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 the other party to be returned to the other party. No investigation by either party of , except to the business and affairs of the other party 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 PNB JCB, Parent and Western ▇▇▇▇▇▇▇ agrees that upon reasonable notice, and subject to applicable laws relating to the exchange of information, each party notice 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 the requesting other party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party 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 agrees that it will nothereto shall, and will shall use its reasonable best efforts to cause each of its representatives directors, officers, attorneys and advisors, to maintain the confidentiality of, and not touse to the detriment of the other parties, use any all information obtained pursuant to this Section 6.5 (as well as any of the other information parties obtained prior to the date hereof in connection with the entering into of this Agreement) Agreement or pursuant to this Section 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 6.5 (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 providing party, 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 return to the other furnishing party or, at the request of the furnishing party, promptly destroy in a manner that renders the information impracticable to be returned 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 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 ’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 PNB the Company and Western Parent agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party it shall afford the other party and the other party's ’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 the requesting other party may reasonably request and, during such period, the providing party shall Company shall, as promptly as is reasonably practicable, furnish promptly to 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) Parent all other information concerning the its business, properties and personnel of it as the requesting party Parent may reasonably request. (b) Without limiting the generality of Section 6.05(a), prior to the Effective Time, Parent and Parent’s 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 are in satisfactory condition and will not in a material way adversely impact Parent 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) The Company agrees that, subject to applicable laws, it shall cooperate in good faith with Parent on mutually agreed operating issues which the parties agree have priority. (d) 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 Company 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 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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. (f) Notwithstanding anything to the contrary in this Agreement, the Company, Company Subsidiaries, Parent and Parent Subsidiaries (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the “tax treatment” and “tax structure” of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any such party relating to such “tax treatment” or “tax structure”. For the purposes of this Section 6.05(f), “tax treatment” and “tax structure” shall have the meaning set forth in Section 1.6011-4(c)(7) & (8) of the United States Treasury Regulations.

Access; Information. (a) Each of PNB Headlands and Western GreenPoint agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 (as well as ----------- any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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 ------- 6.5 (as well as any other information obtained prior to the date hereof in --- connection with the entering into of this AgreementPlan) 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, 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 the other another party hereto to be returned to the other party. party which furnished the same. (c) 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 AgreementPlan, or the conditions to either party's obligation to consummate the transactions contemplated by this AgreementPlan.

Access; Information. (a) Each of PNB the Company and Western the Acquiror agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of informationinforma tion, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 providing 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 shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other another party hereto to be returned to the other party. party which furnished the same. (c) 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 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 PNB Peninsula and Western agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, 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 the requesting party may reasonably request and, during such period, the providing party shall furnish promptly to 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 requesting party may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other party to be returned to the other 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 PNB and Western agrees that upon Upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party it may reasonably request and, during such period, the providing party Company shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior 6.05, and, with respect to the date hereof Company, in connection with the entering into of this Agreement) 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 providing partyparty to which such information pertains, or (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 the other 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 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 PNB Company, Company Bank and Western Zions agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, 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 the requesting party may reasonably request and, during such period, the providing party shall furnish promptly to 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 requesting party may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, party 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 the other party to be returned to the other 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 PNB BKLA and Western agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, 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 the requesting party may reasonably request and, during such period, the providing party shall furnish promptly to 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 requesting party may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other party to be returned to the other 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 PNB Bancshares and Western Wachovia agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 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 6.5 (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 providing party, 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 the other another party hereto to be returned to the other partyparty 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 party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of PNB and Western Seller agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party it shall afford the other party Parent and the other party's Parent’s officers, employees, counsel, accountants and other authorized representatives, such reasonable access upon prior notice and at mutually agreeable times 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 the requesting party Parent may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting party Parent (i) a copy of each material report, schedule and other document filed by it Seller 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 Seller as the requesting party Parent may reasonably request. In no event, however, is Seller obligated to (i) provide access or disclose any information to Parent where such access or disclosure would violate any agreement not to disclose confidential information or applicable laws or regulations; or (ii) provide access to board minutes that discuss of the transactions contemplated by this Agreement, any Acquisition Proposal or any other subject matter Seller reasonably determines should be treated as confidential. (b) Each party of Parent and Seller agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 party demonstrates that 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, 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 the other party to be returned to the other 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 ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Seller shall cause one or more of its representatives to confer with representatives of Parent and report the general status of its ongoing operations at such times as Parent may reasonably request. Seller will promptly notify Parent 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 Seller or any of its Subsidiaries. Without limiting the foregoing, senior officers of Parent and Seller shall meet on a reasonably regular basis (expected to be at least monthly) to review the financial and operational affairs of Seller and its Subsidiaries, in accordance with applicable law, and Seller shall give due consideration to Parent’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent nor any of its Subsidiaries shall under any circumstance be permitted to exercise control of Seller or any of its Subsidiaries prior to the Effective Time. (d) Seller and Bank shall meet on a regular basis to discuss and plan for the conversion of the Seller’s data processing and related electronic informational systems to those used by Bank, which planning shall include, but not be limited to, discussion of the possible termination by Seller 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 Seller 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, it being understood that Seller shall not be obligated to take any such action prior to the Effective Time and, unless Seller otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that Seller takes, at the request of Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Bank shall indemnify Seller for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by Seller. (e) During the period from the date of this Agreement to the Effective Time, Parent will promptly notify Seller 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 Parent or any of its Subsidiaries.

Access; Information. (a) Each of PNB Commerce and Western Wachovia agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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 party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of PNB and Western agrees The Shareholders agree that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party they shall afford the other party Citizens First 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 audited and un-audited financials of independent auditors), properties, personnel and to such other information of the Auto Club Trust as the requesting party Citizens First may reasonably request and, during such period, the providing party they shall furnish promptly to the requesting party Citizens First (i) a copy of each material report, schedule and other document filed by it Auto Club Trust pursuant to the requirements of federal or state securities or banking lawslaws and regulations, and (ii) all other information concerning the business, properties and personnel of it the Auto Club Trust as the requesting party Citizens First may reasonably request. (b) Each party Citizens First agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 6.02 (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 6.5 6.02 (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, 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 the other another party hereto to be returned to the other partyparty 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 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, the Shareholders shall cause Auto Club Trust to promptly furnish Citizens First 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 PNB Bay Banks and Western Virginia BanCorp agrees that upon reasonable notice, and subject to applicable laws relating to the exchange of information, each party notice 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. Neither Virginia BanCorp or its Subsidiaries nor Bay Banks 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 Virginia BanCorp, Bay Banks or their respective Subsidiaries, as the case may be, or contravene any applicable law or regulation. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 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 6.5 Agreement (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, 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 the other another party hereto to be returned to the other partyparty that 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 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 PNB CBI and Western CHC agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party of CBI and CHC agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (6.05 in accordance with that certain Confidentiality Agreement dated 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 partyJanuary 7, (ii) becomes available to such party from other sources not known 2004, by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party, or (iv) is or becomes readily ascertainable from published information or trade sourcesand between CHC and CBI. 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 the other another party hereto to be returned to the other party. party which furnished the same. (c) 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 ’s obligation to consummate the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, neither CBI nor City National shall be required to provide access or disclose information regarding its review of CHC’s or City Holding’s compliance with this agreement or where such access or disclosure would violate the rights of its customers, jeopardize the attorney-client privilege of the person in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement.

Access; Information. (a) Each of PNB and Western UNB agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party EWBC may reasonably request and, during such period, the providing party it shall furnish promptly to 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) EWBC all other information concerning the its business, properties and personnel of it as the requesting party EWBC may reasonably request. (b) 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 transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the 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 6.5 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 6.5 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 providing 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 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 the other 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 PNB and Western The Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Parent may reasonably request and, during such period, the providing party it shall furnish promptly to 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) Parent all other information concerning the its business, properties and personnel of it as the requesting party Parent may reasonably request. (b) Without limiting the generality of Section 6.05(a), prior to the Effective Time, Parent and Parent's representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of the Company are in satisfactory condition and will not in a material way adversely impact Parent 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) The Company agrees that, subject to applicable laws, it shall cooperate in good faith with Parent on mutually agreed operating issues which the parties agree have priority. (d) 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 Company 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 6.5 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 6.5 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, 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 (i) each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other another party hereto to be returned to the party which furnished the same and (ii) for one year after such termination, neither the Company on the one hand, nor Parent 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, provided, however, that no 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 obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each A. Except as prohibited by any Legal Requirement, for the purpose of PNB verifying the representations and Western agrees that warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice, and subject to applicable laws relating to notice from the exchange of informationother Party, each party shall Party will (and will cause each of 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 it will desire to make of the requesting party may reasonably request and, during affairs of such period, the providing party shall furnish promptly to the requesting 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 the businessas to its business and properties as such other Party may, properties and personnel of it as the requesting 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 existence of any common interest, 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) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 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 6.5 (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 B. No access or investigation by a confidentiality obligation, (iii) is disclosed with the prior written approval of the 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 the other party to be returned to the other party. No investigation by either party Party of the business and affairs of the other party shall Party under this Section 7.08 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. C. Notwithstanding anything to the contrary in this Section 7.08, neither Party shall be required to copy the other Party on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that the board of such Party has been advised by counsel that such distribution to the other Party may violate a confidentiality obligation or fiduciary duty or any Legal Requirement, or may result in a waiver of its attorney-client privilege. In the event any of the restrictions in this Section 7.08C shall apply, such Party shall use its commercially reasonable efforts to provide appropriate consents, waivers, decrees, and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third parties (including work papers), the parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with Legal Requirement.

Access; Information. (a) Each of PNB and Western agrees that CNC shall afford, upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party shall afford the other party NB&T and the other party's its officers, employees, legal 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, properties and personnel and to such other information as the requesting party NB&T may reasonably request and, during such period, the providing party (i) shall furnish promptly to the requesting party (i) NB&T 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 CNC as the requesting party NB&T may reasonably request. CNC shall invite two representatives of NB&T selected by NB&T from time to time, which representatives shall be NB&T directors and/or senior executive officers, to attend, solely as observers, all meetings of the boards of directors (and committees thereof) of CNC and CNC Bank after the date of this Agreement; provided, however, that in no event shall such NB&T representatives be invited to or permitted to attend any executive session of CNC’s or CNC Bank’s Board or any meeting at which CNC determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the CNC Board or CNC Bank Board, as applicable. (b) Each party agrees that it NB&T will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 6.17. (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementc) 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, 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 the other another party hereto to be returned to the other partyparty 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 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, CNC and NB&T 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 PNB and Western RLBI agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Company may reasonably request and, during such period, the providing party it shall furnish promptly to 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) Company all other information concerning the its business, properties and personnel of it as the requesting party Company may reasonably request. (b) Without limiting the generality of Section 6.05(a), prior to the Effective Time, the Company and the 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 6.5 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 6.5 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, 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 the other another party hereto to be returned to the party which furnished the same 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 PNB and Western agrees that upon Upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party it may reasonably request and, during such period, the providing party Company shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 providing 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 shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other 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 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 PNB Mason and Western United agrees that upon reasonable notice, notice and subject to applicable t▇ ▇▇▇licable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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 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 PNB the Company and Western Zions agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing party, 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 the other another party hereto to be returned to the other partyparty 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 party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of PNB and Western party agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting such party may reasonably request and, during such period, the providing party shall it shall, as promptly as is reasonably practicable, furnish promptly to the requesting 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 requesting such party may reasonably request. (b) 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 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 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 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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 PNB and Western agrees that ▇▇▇▇▇ shall afford, upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party City may reasonably request and, during such period, the providing party shall furnish promptly to the requesting party ▇▇▇▇▇ (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 ▇▇▇▇▇ and Town Square as the requesting party City may reasonably request. ▇▇▇▇▇ shall invite two Representatives of City, as selected by City from time to time, to attend, solely as observers, all meetings of the ▇▇▇▇▇ 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 ▇▇▇▇▇’▇ or Town Square’s boards or any meeting, or portion of a meeting, at which ▇▇▇▇▇ reasonably determines that such attendance is inconsistent with the fiduciary obligations, regulatory guidance of the applicable Governmental Authorities or confidentiality requirements of the ▇▇▇▇▇ Board or Town Square board, as applicable. (b) Each party agrees that it will notNeither ▇▇▇▇▇ nor City will, and will cause its representatives not tonor shall either parties’ Representatives, use any information obtained pursuant to this Section 6.5 (6.05, as well as any other information obtained prior to the date hereof 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 6.5 6.16. (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementc) 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, 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 the other another party hereto to be returned to the other partyparty 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 party's ’s obligation to consummate the transactions contemplated by this Agreement. (d) During the period from the Agreement Date to the Effective Time, ▇▇▇▇▇ 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 PNB and Western GIG agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party FCBI may reasonably request and, during such period, the providing party it shall furnish promptly to 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) FCBI all other information concerning the businessBusiness, properties and personnel of it GIG as the requesting party 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 party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing 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 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 the other another party hereto to be returned to the other partyparty 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 PNB 1st United and Western Wachovia agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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 party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of PNB and Western agrees that upon reasonable notice, From the date hereof until the Closing Date and subject to applicable laws relating law, the Company shall (i) give to each Purchaser, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the exchange offices, properties, books and records of informationsuch party, (ii) provide access to each Purchaser, its counsel, financial advisors, auditors and other authorized representatives to such financial and operating data and other information as such persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the Purchasers in its investigation. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company. Unless otherwise required by law, each party shall afford the other party Purchaser will hold, and the other party's will cause its respective officers, employees, counsel, accountants financial advisors, auditors and other authorized representativesrepresentatives to hold, any nonpublic information obtained in any such access during normal business hours throughout investigation or otherwise, when conducted before or after the period prior date hereof, in confidence and shall not use for its own benefit in a manner adverse to the Effective Time Company, and shall take reasonable steps to prevent disclosure of, any confidential information that it receives, and shall use at least the books, records (including, without limitation, tax returns and work papers same degree of independent auditors), properties, personnel and care to avoid disclosure of such other information as the requesting party may reasonably request andit uses with respect to its own confidential information; PROVIDED, during such periodHOWEVER, the providing party that no Purchaser shall furnish promptly have any obligations hereunder with respect to the requesting party information which (iA) 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 requesting party may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 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 6.5 (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 is known by such party to be bound Purchaser on a non-confidential basis at the time of disclosure by a confidentiality obligationthe Company, (iiiB) is disclosed with at the prior written approval time of the providing partydisclosure, or becomes thereafter, publicly available other than pursuant to a breach of this subsection by such Purchaser, (C) is received from a third party without restriction on further disclosure, (D) is independently developed by such Purchaser, or (ivE) is requested or becomes readily ascertainable from published information required to be disclosed by self-regulatory organizations or trade sourcesby applicable law on request of any Governmental Entity. In the event that of clause (E), such Purchaser will give prior notice to the Company of such disclosure in order to enable the Company to seek a protective order or other remedy or to waive compliance with this Agreement is terminated subsection. Each Purchaser shall give to the Company and its counsel such information regarding ownership of the Company, ownership of such Purchaser and related areas as they reasonably request in connection with preparing disclosure in filings under the Act or the transactions contemplated by this Agreement shall otherwise fail Exchange Act on issues arising under the Internal Revenue Code of 1986, as amended, including the rules applicable to be consummated"controlled foreign corporations" thereunder. The Company shall, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other party extent practicable, cause its Subsidiaries to be returned maintain under separate ledgers the components necessary to calculate the other 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 AgreementAdjustment Basket.

Access; Information. (a) Each of PNB PEOPLES and Western CNN agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing party, 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 the other another party hereto to be returned to the other partyparty 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 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 PNB ▇▇▇▇▇ and Western United agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, 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 the other another party hereto to be returned to the other partyparty 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 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 PNB Strata and Western agrees Middlesex agree that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party Strata shall afford the other party Middlesex and the other party's Middlesex’s officers, employees, counsel, accountants and other authorized representativesRepresentatives, 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 auditorsauditors but excluding confidential information contained in personnel files to the extent the disclosure of such information is prohibited by privacy laws), propertiesproperties and personnel, personnel and to such other information as the requesting party Middlesex may reasonably request and, during such period, the providing party Strata shall furnish promptly to 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) Middlesex all other information concerning the its business, properties and personnel of it as the requesting party Middlesex may reasonably request. Representatives of Strata’s senior management shall meet periodically with representatives of Middlesex’s senior management to coordinate post-closing integration planning, including working toward conforming Strata’s asset/liability management, lending practice, credit review and administrative and related policies and practices to those of Middlesex. Notwithstanding anything to the contrary contained in this Section 7.6(a), Strata shall not be obligated, and shall not be obligated to cause any of its Subsidiaries, to afford to Middlesex any access to any of its properties, books, contracts, commitments, and records relating to, or in respect of, any pricing information, customer specific information, or other similar competitively sensitive information. (b) Each party agrees that it will shall not, and will shall cause its representatives Representatives not to, use any information obtained pursuant to this Section 6.5 7.6 (as well as any other information obtained prior to the date hereof 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 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 6.5 7.6 (as well as any other information obtained prior to the date hereof 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 providing partyparty 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 the other another party hereto to be returned to the other partyparty 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 AgreementTransactions.

Access; Information. (a) Each of PNB and Western Seller agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Purchaser may reasonably request and, during such period, the providing party it shall furnish promptly to 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 Purchaser such other information concerning the business, properties and personnel of it the Company as the requesting party Purchaser may reasonably request. (b) Each party Party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing party, 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 the other another party hereto to be returned to the other partyparty 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 party's ’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of PNB the Company and Western the Acquiror agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 providing 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 shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other another party hereto to be returned to the other party. party which furnished the same. (c) 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 PNB and Western The Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Parent may reasonably request and, during such period, the providing party it shall furnish promptly to 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) Parent all other information concerning the its business, properties and personnel of it as the requesting party 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 the Company and its authorized representatives such access to Parent's personnel 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 6.5 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 6.5 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 providing 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 shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other another party hereto to be returned to the other partyparty 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 PNB and Western agrees that upon Upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party it may reasonably request and, during such period, the providing party Company shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior 6.05, and, with respect to the date hereof Company, in connection with the entering into of this Agreement) 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 providing partyparty to which such information pertains, or (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 the other 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 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 PNB the Company and Western the Acquiror agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 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 providing partyparty 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 the other another party hereto to be returned to the other partyparty 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 party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Each of PNB and Western The Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Parent may reasonably request and, during such period, the providing party it shall furnish promptly to 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) 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 requesting party Company may reasonably request and to such information relating to Parent as the Company may reasonably request. (bc) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing 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 shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other another party hereto to be returned to the other partyparty 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 PNB and Western agrees that upon Upon reasonable notice, and subject to applicable laws relating to the exchange of information, each party shall it 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 the requesting party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party 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 party agrees that it will not, and will cause its representatives not to, use any information obtained No investigation pursuant to this Section 6.5 (as well as 5.3 by 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 6.5 (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 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 the other party to be returned to the other 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 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 PNB AmSouth and Western First American agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party other may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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, party 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 the other party to be returned to the other party. . (c) No investigation by either party of the business and affairs of the other party 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 PNB and Western IJL agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Wachovia may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting other party may reasonably request. (b) Each party Wachovia agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing party, 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 the other party to be returned to the other 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.contemplated

Access; Information. (a) Each of PNB and Western agrees The Parties agree that upon reasonable notice, 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, each 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 the requesting 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, the providing party Parties shall furnish promptly to 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) Party promptly all other information concerning the its business, properties and personnel of it as the requesting party 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 party Party agrees that it will notwill, and will cause its representatives not to, use hold any information obtained pursuant to this Section 6.5 (as well as any other information obtained prior to the date hereof 5.07 in connection accordance with the entering into of this Agreement) for any purpose unrelated to 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 6.5 the Company. (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementd) 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, 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 the other party to be returned to the other party. No investigation by either party Party of the business and affairs of the other party 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 PNB Parent and Western the Company agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting any party may reasonably request and, during such period, the providing party it shall furnish promptly to the requesting 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 requesting party 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 party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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 6.5 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) 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, 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 the other party to be returned to the other party. No investigation by either party of , except to the business and affairs of the other party 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 PNB and Western IPC agrees that upon reasonable notice, notice and subject to applicable laws relating to the exchange of information, each party 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 the requesting party Parent may reasonably request and, during such period, the providing party it shall furnish promptly to 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) Parent all other information concerning the business, properties and personnel of it IPC as the requesting party 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 party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 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 6.5 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 providing 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 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 the other another party hereto to be returned to the other partyparty 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 PNB and Western agrees The Parties agree that upon reasonable 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, each 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 the requesting 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, the providing party each shall furnish promptly to 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) Party promptly all other information concerning the its business, properties and personnel of it as the requesting party other Party may reasonably request. (b) Each party Party agrees that it will notwill, and will cause its representatives not to, use hold any information obtained pursuant to this Section 6.5 (as well as any other information obtained prior to the date hereof 5.07 in connection accordance with the entering into of this Agreement) for any purpose unrelated to 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 6.5 the Company. (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementc) 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, 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 the other party to be returned to the other party. No investigation by either party Party of the business and affairs of the other party 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.