Common use of Access; Information Clause in Contracts

Access; Information. (a) Company and Buyer agree that upon reasonable notice and subject to applicable Laws relating to the exchange of information, each shall afford the other party and its officers, employees, counsel, accountants, and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party may reasonably request and, during such period, shall furnish promptly to the other party all information concerning its business, properties, and personnel as the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a party or its representatives shall be deemed to modify or waive any representation, warranty, covenant, or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Company and Buyer agree Security agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall afford the other party Farmers and its Farmers's officers, employees, counsel, accountants, accountants and other authorized representatives representatives, such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns tax returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party Farmers may reasonably request and, during such period, Security shall furnish promptly to the Farmers (i) a copy of each material report, schedule and other party document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning its the business, properties, properties and personnel of Security as the other party Farmers may reasonably request. (b) Each of Security and Farmers agrees that it will not, includingand will cause its representatives not to, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect use any confidential information obtained pursuant to pay this Agreement (as well as any other information obtained prior to retained representatives 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. Notwithstanding Subject to the foregoingrequirements of law, neither Company nor Buyer shall be required each party will keep confidential, and will cause its representatives to provide access keep confidential, all information and documents obtained pursuant to or this Agreement (as well as any other information obtained prior to disclose information, where access or disclosure could reasonably be expected to the date hereof in connection with the entering into of this Agreement) unless such information (i) violate the rights of was already known to such entity’s customersparty, (ii) jeopardize the attorney-client privilege of the entity in possession or control of becomes available to such informationparty from other sources not known by such party to be bound by a confidentiality obligation, (iii) result in is disclosed with the disclosure prior written approval of any trade secrets of third parties; the party to which such information pertains or (iv) violate any obligation 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 Company documents or Buyer with respect extracts thereof containing information and data as to confidentiality (provided that another party hereto to be returned to the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with which furnished the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreementsame. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a either party of the business and affairs of the other shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company 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) Company and Buyer agree HVBC agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of informationlaws, each it shall afford the other party CZFS and its officers, employees, counsel, accountants, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns and work papers of independent auditors), propertiesminute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of HVBC and to such other information relating to it HVBC as the other party CZFS may reasonably request and, during such period, it shall furnish promptly to the other party CZFS all information concerning its the business, properties, properties and personnel of HVBC as the other party CZFS may reasonably request. CZFS shall use commercially reasonable efforts to minimize any interference with HVBC’s regular business operations during any such access to HVBC’s employees, includingproperty, without limitation, a good faith estimate of costs books and fees that Company and its Subsidiaries expect records. (b) All information furnished to pay CZFS by HVBC pursuant to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer Section 5.10(a) shall be required subject to, and CZFS shall hold all such information in confidence in accordance with, the provisions of the Confidentiality Agreement, dated as of July 13, 2022, by and between HVBC and CZFS (the “Confidentiality Agreement”). (c) Notwithstanding anything to provide the contrary contained in this Section 5.10, in no event shall CZFS have access to or to disclose informationany information that, where access or disclosure could based on advice of HVBC’s counsel, would: (a) reasonably be expected to waive any material legal privilege; (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iiib) result in the disclosure of any trade secrets of third parties; or (ivc) violate any obligation of Company or Buyer HVBC with respect to confidentiality (provided that so long as, with respect to confidentiality, to the extent specifically requested by CZFS, HVBC has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party who to whom it owes an obligation of confidentiality makes a reasonable effort confidentiality. All requests made pursuant to obtain a waiver this Section 5.10 will be directed to an executive officer of HVBC or such obligation) including with respect to disclosure of regulatory examination ratings Person or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this AgreementPersons as may be designated by HVBC. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a party CZFS of the business and affairs of HVBC shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company CZFS to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Company Each of CBTC and Buyer agree United agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall afford the other party and its the other party’s officers, employees, counsel, accountants, accountants and other authorized representatives representatives, such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other any party may reasonably request and, during such period, it shall furnish promptly to the 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 laws, and (ii) all other information concerning its the business, properties, properties and personnel of it as the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and . Neither United or its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer CBTC or its Subsidiaries shall be required to provide access to or to disclose information, information where such access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) would jeopardize the attorney-client privilege of United, CBTC or their respective Subsidiaries, as the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory informationcase may be, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, applicable law or regulation or binding contract, agreement or arrangement entered into prior to the date of this Agreement. The ; and in any such event, the parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyarrangements. (b) Each of CBTC and United agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 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 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 party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party that furnished the same. No investigation by a either party of the business and affairs of the other shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company 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 7.04 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) Company and Buyer agree Seller agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall afford the other party Purchaser and its Purchaser’s officers, employees, counsel, accountants, accountants and other authorized representatives representatives, such reasonable access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns tax returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party Purchaser may reasonably request and, during such period, it shall furnish promptly to the Purchaser (i) a copy of each material report, schedule and other party document filed by Seller pursuant to federal or state securities or banking laws, and (ii) all other information concerning its the business, properties, properties and personnel of Seller as the other party Purchaser may reasonably request. In no event, includinghowever, without limitationis 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, a good faith estimate any Acquisition Proposal or any other subject matter Seller reasonably determines should be treated as confidential. (b) Each of costs Purchaser and fees Seller agrees that Company it will not, and will cause its Subsidiaries expect representatives not to, use any information obtained pursuant to pay this Section 6.05 (as well as any other information obtained prior to retained representatives 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. Notwithstanding Subject to the foregoingrequirements of law, neither Company nor Buyer shall be required each party will keep confidential, and will cause its representatives to provide access keep confidential, all information and documents obtained pursuant to or this Section 6.05 (as well as any other information obtained prior to disclose information, where access or disclosure could reasonably be expected to the date hereof in connection with the entering into of this Agreement) unless such information (i) violate the rights of was already known to such entity’s customersparty, (ii) jeopardize the attorney-client privilege of the entity in possession or control of becomes available to such informationparty from other sources not known by such party to be bound by a confidentiality obligation, (iii) result in is disclosed with the disclosure prior written approval of any trade secrets of third parties; the party to which such information pertains or (iv) violate any obligation of Company is or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings becomes readily ascertainable from published information or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreementtrade sources. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a either party of the business and affairs of the other shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company 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 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) Company and Buyer agree that upon Upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall, and shall cause its Subsidiaries to, afford the other party and its officers, employees, counsel, accountants, accountants and other authorized representatives such access representatives, access, during normal business hours throughout the period prior to the Effective Time Date, to all of its properties, books, contracts, commitments and records, and to its booksofficers, records (includingemployees, without limitationaccountants, Tax Returns and work papers of independent auditors)counsel or other representatives, properties, and personnel and to such other information relating to it as the other party may reasonably request and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to such other parties and representatives (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities laws (other party than reports or documents that Bay or Avalon, or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning its the business, properties, properties and personnel of it as the other party may reasonably request, including, without limitation, a good faith estimate . Neither Bay nor Avalon nor any of costs and fees that Company and its their respective Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, information where such access or disclosure could reasonably be expected to (i) would violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreementhereof. The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the previous preceding sentence apply. (b) It will not use any information obtained pursuant to this Section 6.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if this Agreement is terminated, will hold all information and documents obtained pursuant to this paragraph in confidence (as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the Receiving Party, as defined therein). No investigation by a either party of the business and affairs of the other shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Company and Buyer agree that upon reasonable notice and subject to applicable Laws (including the COVID Measures) relating to the exchange of information, each shall afford the other party and its officers, employees, counsel, accountants, and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party may reasonably request and, during such period, shall furnish promptly to the other party all information concerning its business, properties, and personnel as the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a party or its representatives shall be deemed to modify or waive any representation, warranty, covenant, or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company to consummate the transactions contemplated by this Agreement.

Access; Information. (aA) Company Except as prohibited by any Legal Requirement, for the purpose of verifying the representations and Buyer agree 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 from the exchange of informationother Party, each shall Party will (and will cause each of its Subsidiaries to): (i) afford the other party Party and its officers, employees, officers and authorized Representatives (including legal counsel, accountantsaccountants and consultants) full access to its properties, books and other authorized representatives such access records (and those of its Subsidiaries) during normal business hours throughout so that such other Party may have the period prior opportunity to make such reasonable investigation as it will desire to make of the Effective Time affairs of such Party and its Subsidiaries, and (ii) furnish such other Party with such additional financial and operating data and other information as to its books, records (including, without limitation, Tax Returns business and work papers of independent auditors), properties, and personnel and to properties as such other information relating Party may, from time to it as the other party may reasonably request andtime, during such period, shall furnish promptly to the other party all information concerning its business, properties, and personnel as the other party may reasonably request, including, without limitation, a good faith estimate . Neither Party nor any of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall will be required to provide afford access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) information that would jeopardize the attorney-client privilege of (after giving due consideration to the entity in possession or control of such information, (iii) result in the disclosure existence of any trade secrets of common interest, joint defense or similar agreement between the parties), contravene any binding arrangement with any third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this AgreementLegal Requirement. The parties will make appropriate substitute disclosure arrangements under in circumstances in which the restrictions of where the previous sentence applyapplies. (bB) No access or investigation by a party Party of the business and affairs of the other Party under this Section 7.08 or its representatives shall otherwise will affect or be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the such other party set forth Party in this Agreement or any Schedule delivered in accordance with this Agreement, or the conditions to the respective obligations of Buyer and Company 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 Contemplated Transactions, 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 7.08(C) 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 PNC and the Company and Buyer agree agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall afford the other party party, and its the other party’s officers, employees, counsel, accountants, accountants and other authorized representatives representatives, such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns tax returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other any party may reasonably request and, during such period, it shall furnish promptly to such other party (1) 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 (including pursuant to any agreements with, commitments to or orders of any Governmental Entity, including any related action plan), and (2) all other information concerning the business, properties and personnel of it as the other may reasonably request; provided that the foregoing shall not require PNC or the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of PNC or the Company, as the case may be, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if PNC or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of PNC or the Company, as the case may be, or any of its subsidiaries. All requests for information made pursuant to this Section 5.5 shall be directed to an executive officer of PNC or the Company, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) for any purpose unrelated to the consummation of the transactions contemplated by this Plan. 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 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) unless such information (1) was already known to such party, (2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (3) is disclosed with the prior written approval of the providing party or (4) is or becomes readily ascertainable from publicly available sources. If this Plan is terminated or the transactions contemplated by this 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. (c) In addition to the confidentiality arrangements contained in this Plan, all information concerning its business, properties, and personnel as the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives provided or obtained in connection with the transactions contemplated by this Agreement. Notwithstanding Plan (including pursuant to clause (a) above) will be held by PNC in accordance with and subject to the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege terms of the entity in possession Confidentiality Agreement, dated May 21, 2004, between PNC and the Company (the “Confidentiality Agreement”). In the event of a conflict or control of such information, (iii) result in inconsistency between the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date terms of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which Plan and the restrictions of the previous sentence apply. (b) No investigation by a party or its representatives shall be deemed to modify or waive any representation, warranty, covenant, or agreement of the other party set forth in this Confidentiality Agreement, or the conditions to the respective obligations terms of Buyer and Company to consummate the transactions contemplated by this AgreementPlan will govern.

Access; Information. (a) The Company and Buyer agree that agrees that, upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each shall it will afford the other party Parent, and its Parent’s officers, employees, counsel, accountants, accountants and other authorized representatives representatives, such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, including Tax Returns and work papers of independent auditorsReturns), properties, properties and personnel and to such other information relating to it as the other party Parent may reasonably request and, during request. During such period, shall the Company will furnish promptly to Parent (1) 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 (2) all other party all information concerning its business, properties, properties and personnel as the other party Parent may reasonably request; provided, includinghowever, without limitation, a good faith estimate of costs and fees that the foregoing will not require the Company and its Subsidiaries expect (x) to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to permit any inspection or to disclose informationany information that, where access or disclosure could reasonably be expected to (i) violate in the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege reasonable judgment of the entity in possession or control of such informationCompany, (iii) would result in the disclosure of any trade secrets of third parties; (iv) parties or violate any obligation of Company or Buyer its obligations with respect to confidentiality (provided that if the party who owes an obligation of confidentiality makes a Company will have used reasonable effort efforts to obtain a waiver the consent of such obligationthird party to such inspection or disclosure or (y) including with respect to disclosure disclose any privileged information of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of the Company or Buyer; (v) interfere with any of its subsidiaries if the prudent operation Company will have used reasonable efforts to obtain the consent of such entity; third party to such inspection or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreementdisclosure. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous preceding sentence apply. All requests for information made pursuant to this Section 5.5 will be directed to an executive officer of the Company, or such Person as may be designated by the Company’s executive officers. (b) No investigation by a party or Parent agrees that it will not, and will cause its representatives shall be deemed not to, use any information obtained pursuant to modify or waive this Section 5.5 (as well as any representation, warranty, covenant, or agreement of the other party set forth in this Agreement, or the conditions information obtained prior to the respective obligations date hereof in connection with entering into this Plan) for any purpose unrelated to the consummation of Buyer and Company to consummate the transactions contemplated by this Plan. Parent shall hold all information obtained pursuant to this Section 5.5 (as well as any other information obtained prior to the date hereof in connection with entering into this Plan) in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement, dated June 4, 2010, between Parent and the Company (the “Confidentiality Agreement”).

Access; Information. (a) Company Each of aaiPharma and Buyer agree CIMA agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, each it shall (and shall cause its Subsidiaries to) afford the other party and its officers, employees, counsel, accountantsparty, and the other authorized representatives party's Representatives, such access during normal business hours hours, upon reasonable notice, throughout the period prior to before the Effective Time to its the books, records (including, without limitation, including Tax Returns and work papers of independent auditorsaccountants), properties, and personnel and to such other information relating to it as the other any party may reasonably request and, during such period, shall it will furnish promptly to the such other party all information concerning its the business, properties, properties and personnel of it as the other party may reasonably request, including, without limitation, a good faith estimate ; provided that such investigation shall not unreasonably disrupt the furnishing party's operations. Neither party nor any of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where afford access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) disclose information that would jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreementwith any third party. The parties will shall make appropriate substitute disclosure arrangements under in circumstances in which the restrictions of where the previous sentence applyapplies. (b) Each party agrees that it shall hold as confidential any information that is nonpublic and confidential to the extent required by, and in accordance with, the Confidentiality Agreement, dated as of May 27, 2003, between aaiPharma and CIMA (the "Confidentiality Agreement"). Notwithstanding anything to the contrary set forth in this Agreement or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, including the Confidentiality Agreement, the parties hereto acknowledge and agree that any obligations of confidentiality contained herein and therein shall not apply to the Tax treatment and Tax structure of the Mergers upon the earlier to occur of (i) the date of the public announcement of discussions relating to the Mergers, (ii) the date of the public announcement of the Mergers, or (iii) the date of the execution of the Agreement, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the Mergers, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Code, is not intended to be affected by the foregoing. (c) No investigation by a either party of the business and affairs of the other party, pursuant to this Section 6.06 or its representatives otherwise, shall affect or be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Company and Buyer agree ProCentury agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, each it shall afford the other party Meadowbrook and its Merger Sub and their officers, employees, counsel, accountants, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, including Tax Returns and work papers of independent auditors), properties, properties and personnel of ProCentury and to such other information relating to it ProCentury as the other party Meadowbrook may reasonably request and, during such period, it shall furnish promptly to the other party Meadowbrook and Merger Sub all information concerning its the business, properties, properties and personnel of ProCentury as the other party Meadowbrook and Merger Sub may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect subject to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any applicable Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) Meadowbrook and Merger Sub agree that upon reasonable notice and subject to applicable Laws relating to the exchange of information, they shall afford ProCentury and 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 Tax Returns and work papers of independent auditors), properties and personnel of Meadowbrook and Merger Sub and to such other information relating to Meadowbrook and Merger Sub as ProCentury may reasonably request and, during such period, they shall furnish promptly to ProCentury all information concerning the business, properties and personnel of Meadowbrook and Merger Sub as ProCentury may reasonably request, subject to applicable Law. (c) No investigation by a party any Party of the business and affairs of any other Party shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company any Party’s obligation to consummate the transactions contemplated by this AgreementMerger.

Access; Information. (a) The Company and Buyer agree agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, each it shall afford the other party Parent and its Parent’s officers, employees, counsel, accountants, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to its books, records (including, without limitation, Tax Returns and work papers of independent auditors), propertiesContracts, properties and personnel and to such other information relating to it as the other party Parent may reasonably request and, during such period, it shall furnish promptly to the other party Parent all information concerning its business, properties, properties and personnel as the other party Parent may reasonably request. (b) Without limiting the generality of Section 6.05(a), includingprior to the Effective Time, without limitationParent 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 estimate with Parent on mutually agreed operating issues which the parties agree have priority including assisting in developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (d) Parent agrees that, upon reasonable notice and subject to applicable Laws relating to the exchange of costs and fees that information, it shall afford the Company and its Subsidiaries expect to pay to retained authorized representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide such access to or to disclose information, where access or disclosure could Parent’s personnel as the Company may reasonably be expected to (i) violate the rights of request and such entity’s customers, (ii) jeopardize the attorney-client privilege books and records of the entity Parent as is substantially similar in possession or control of such information, (iii) result scope as provided to the Company in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into its due diligence review prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (be) Each party agrees that it will, and will cause its representatives to, hold any information obtained pursuant to this Section 6.05 in accordance with the terms of the Confidentiality Agreement, dated as of March 1, 2006 (the “Confidentiality Agreement”), between the parties. (f) No investigation by a either party of the business and affairs of the other party shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company such party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Company Each of Cephalon and Buyer agree CIMA agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, each it shall (and shall cause its Subsidiaries to) afford the other party and its officers, employees, counsel, accountantsparty, and the other authorized representatives party's Representatives, such access during normal business hours hours, upon reasonable notice, throughout the period prior to before the Effective Time to its the books, records (including, without limitation, including Tax Returns and work papers of independent auditorsaccountants), properties, and personnel and to such other information relating to it as the other any party may reasonably request and, during such period, shall it will furnish promptly to the such other party all information concerning its the business, properties, properties and personnel of it as the other party may reasonably request, including, without limitation, a good faith estimate ; provided that such investigation shall not unreasonably disrupt the furnishing party's operations. Neither party nor any of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where afford access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) disclose information that would jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreementwith any third party. The parties will shall make appropriate substitute disclosure arrangements under in circumstances in which the restrictions of where the previous sentence applyapplies. (b) Each party agrees that it shall hold as confidential any information that is nonpublic and confidential to the extent required by, and in accordance with, the Confidentiality Agreement, dated as of October 1, 2003, between Cephalon and CIMA (the "Confidentiality Agreement"). Notwithstanding anything to the contrary set forth in this Agreement or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, including the Confidentiality Agreement, the parties hereto acknowledge and agree that any obligations of confidentiality contained herein and therein shall not apply to the Tax treatment and Tax structure of the Merger upon the earlier to occur of (i) the date of the public announcement of discussions relating to the Merger, (ii) the date of the public announcement of the Merger, or (iii) the date of the execution of the Agreement, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the Merger, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Code, is not intended to be affected by the foregoing. (c) No investigation by a either party of the business and affairs of the other party, pursuant to this Section 6.06 or its representatives otherwise, shall affect or be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company either party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Company and Buyer agree that upon reasonable notice and subject to applicable Laws relating to the exchange of information, each shall afford the other party and its officers, employees, counsel, accountants, and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party may reasonably request for the purposes of verifying the representations and warranties of the other party and preparing for and consummating the transactions contemplated herein and, during such period, shall furnish promptly to the other party all information concerning its business, properties, and personnel as the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a party or its representatives shall be deemed to modify or waive any representation, warranty, covenant, or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company to consummate the transactions contemplated by this Agreement. Company shall use its reasonable efforts, subject to applicable Law and the fiduciary duties of the board of directors of Company, to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof.

Access; Information. (a) Company and Buyer agree that CBC shall afford, upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each shall afford the other party LCNB and its officersRepresentatives, employees, counsel, accountants, and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time Closing Date to its the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information relating to it of the Bank as the other party LCNB may reasonably request and, during such period, to the extent permitted by applicable law and regulations (i) shall furnish promptly to LCNB a copy of each material report, schedule and other document filed by or on behalf of the Bank pursuant to federal or state securities or banking laws; and (ii) shall grant access to all other party all information concerning its the business, properties, properties and personnel of the Bank as the other 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, includingsolely as observers, without limitationall meetings of the Bank Board (and committees thereof) after the date of this Agreement; provided, a good faith estimate however, that in no event shall such LCNB Representatives be invited to or permitted to attend any executive session of costs 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) LCNB will not, and fees that Company and will cause its Subsidiaries expect Representatives not to, use any information obtained pursuant to pay this Section 5.05 (as well as any other information obtained prior to retained representatives 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. Notwithstanding the foregoing, neither Company nor Buyer shall and such information will be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior subject to the date confidentiality provisions of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applySection 5.16. (bc) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by a either party of the business and affairs of the other shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company either party’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) Company and Buyer agree that upon Upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each the Company shall, and shall cause its Subsidiaries to, afford the other party Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives such access (collectively, “Buyer Representatives”), reasonable access, during normal business hours throughout the period prior to from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to all of its properties, books, contracts, commitments and records (including, without limitation, 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), properties, and personnel and to such its officers, employees, accountants, counsel or other information relating to it as the other party may reasonably request representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each report, schedule and other party document filed by it pursuant to the requirements of federal or state securities, banking or similar laws (other than reports or documents that the Company, or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning its the business, properties, properties and personnel as of the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with as Buyer or any Buyer Representative may reasonably request. Neither the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer any of its Subsidiaries shall be required to provide access to or to disclose information, information where such access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize jeopardizes the attorney-client privilege of the entity institution in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company information or Buyer with respect may reasonably be deemed to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous preceding sentence apply. . Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 in confidence (b) as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by a party Buyer of the business and affairs of the Company and its Subsidiaries shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company Buyer’s obligation to consummate the transactions contemplated by this Agreement.. Notwithstanding anything to the contrary contained in this Section 6.4, the Company shall not be obligated, and shall not be obligated to cause any of its Subsidiaries, to afford to Buyer or the Buyer Representatives access to any applicable portions of its properties, books, contracts, commitments, and records containing specific pricing information, customer specific information, or other similar competitively sensitive information. 32

Access; Information. (a) Company Each of PSC and Buyer agree agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall afford the other party and its the other party’s officers, employees, counsel, accountants, accountants and other authorized representatives representatives, such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns tax returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other any party may reasonably request and, during such period, it shall furnish promptly to the such other party xxx) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities laws, and xxxi) all other information concerning its the business, properties, properties and personnel of it as the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and . Neither Buyer or its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer PSC or its Subsidiaries shall be required to provide access to or to disclose information, information where such access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) would jeopardize the attorney-client privilege of Buyer, PSC or their respective Subsidiaries, as the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory informationcase may be, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, applicable law or regulation or binding contract, agreement or arrangement entered into prior to the date of this Agreement. The ; and in any such event, the parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyarrangements. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Merger and the other transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information xxxii) was already known to such party, xxxiii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, xxxiv) is disclosed with the prior written approval of the party to which such information pertains or xxxv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party that furnished the same. No investigation by a either party of the business and affairs of the other shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company 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) A representative of Buyer designated by Buyer shall be invited and entitled to attend all meetings of the boards of directors of PSC, PBC and Peoples Bank and the loan committee meetings of Peoples Bank; provided however, such individual shall be excluded from any portions of board meetings involving discussions relating to the transactions contemplated by this Agreement, discussions relating to matters which are otherwise deemed to be confidential, subject to attorney-client privilege of PSC or its Subsidiaries, or contravene any applicable law or regulation. Board and loan committee packages and notices shall be submitted by PSC, PBC and Peoples Bank, as the case may be, to the representative of Buyer simultaneously with their submission to board members and loan committee members, provided that confidential information or other similar information referred to in the preceding sentence may be excluded therefrom.

Access; Information. (a) Company and Buyer agree Seller agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall afford the other party Purchaser and its Purchaser's officers, employees, counsel, accountants, accountants and other authorized representatives representatives, such reasonable access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns tax returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party Purchaser may reasonably request and, during such period, it shall furnish promptly to the Purchaser (i) a copy of each material report, schedule and other party document filed by Seller pursuant to federal or state securities or banking laws, and (ii) all other information concerning its the business, properties, properties and personnel of Seller as the other party Purchaser may reasonably request. In no event, includinghowever, without limitationis 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, a good faith estimate any Acquisition Proposal or any other subject matter Seller reasonably determines should be treated as confidential. (b) Each of costs Purchaser and fees Seller agrees that Company it will not, and will cause its Subsidiaries expect representatives not to, use any information obtained pursuant to pay this Section 6.05 (as well as any other information obtained prior to retained representatives 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. Notwithstanding Subject to the foregoingrequirements of law, neither Company nor Buyer shall be required each party will keep confidential, and will cause its representatives to provide access keep confidential, all information and documents obtained pursuant to or this Section 6.05 (as well as any other information obtained prior to disclose information, where access or disclosure could reasonably be expected to the date hereof in connection with the entering into of this Agreement) unless such information (i) violate the rights of was already known to such entity’s customersparty, (ii) jeopardize the attorney-client privilege of the entity in possession or control of becomes available to such informationparty from other sources not known by such party to be bound by a confidentiality obligation, (iii) result in is disclosed with the disclosure prior written approval of any trade secrets of third parties; the party to which such information pertains or (iv) violate any obligation of Company is or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings becomes readily ascertainable from published information or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreementtrade sources. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a either party of the business and affairs of the other shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company 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) The Company and Buyer agree agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall afford the other party Parent and its officers, employees, counsel, accountants, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, properties and personnel of the Company and its Subsidiaries and to such other information relating to it the Company or its Subsidiaries as the other party Parent may reasonably request and, during such period, it shall furnish promptly to the other party Parent all information concerning its the business, properties, properties and personnel of the Company or its Subsidiaries as the other party Parent may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) All information furnished to Parent by the Company pursuant to Section 6.05(a) shall be subject to, and Parent shall hold all such information in confidence in accordance with, the provisions of the Confidentiality Agreement, dated as of October 8, 2003, between the Company and Parent (the “Confidentiality Agreement”). (c) No investigation by a party Parent of the business and affairs of the Company shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer Parent and Company Parent Sub to consummate the transactions contemplated by Transactions. (d) Notwithstanding anything contained in this AgreementAgreement to the contrary, the Company and Parent (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 any facts that may be relevant to the tax structure of the Transactions beginning on the earliest of (i) the date of the public announcement of discussions relating to the Transactions, (ii) the date of public announcement of the Transactions or (iii) the date of the execution of an agreement (with or without conditions) to enter into the Transactions, provided, however, that neither the Company nor Parent (nor any of their respective employees, representatives or other agents thereof) may disclose any other information that is not relevant to understanding the tax treatment and tax structure of the Transactions or any other information to the extent that such disclosure could result in a violation of any federal or state securities law.

Access; Information. (a) Company and Buyer agree that upon reasonable notice and subject to applicable Laws Each Party hereto shall keep the other Parties apprised of the status of matters relating to completion of the exchange of information, each shall afford Share Sale and the other party and its officerstransactions contemplated hereby, employeesincluding promptly furnishing the other with copies of any material notices or other communications received by such Party or, counsel, accountants, and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time knowledge of such Party, its Representatives from any third party and/or any Governmental Authority with respect to its books, records (including, without limitation, Tax Returns the Share Sale and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party may reasonably request and, during such period, shall furnish promptly to the other party all information concerning its business, properties, and personnel as the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement, in each case to the extent permitted by applicable Law. Notwithstanding Each Party shall give prompt notice to the foregoingother Parties of any development or combination of developments that, neither Company nor Buyer shall individually or in the aggregate, would be required to provide access to or to disclose information, where access or disclosure could reasonably be expected likely to (i) violate the rights of such entity’s customerscause it to fail to comply with or satisfy in any material respect any covenant, condition or agreement under this Agreement or (ii) jeopardize the attorney-client privilege of the entity in possession prevent, materially delay or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a party or materially impair its representatives shall be deemed to modify or waive any representation, warranty, covenant, or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company ability to consummate the transactions contemplated by this Agreement or otherwise to perform its respective obligations hereunder, including the failure of a condition in Article VII of this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. (b) With prior notice to the Bank, subject to applicable Law, the books, records, properties, contracts and documents of the Bank will be available at all reasonable times to Purchaser and its counsel, accountants and other Representatives and financing sources. Such items will be open for inspection as Purchaser deems reasonably relevant to the Share Sale and transactions contemplated by this Agreement. The Bank shall cooperate fully in such inspection, and make available all information reasonably requested by or on behalf of Purchaser or such other persons. (c) Upon request by Purchaser, the Bank shall request that any third parties involved in the preparation or review of the Bank Financial Statements and the Subsequent Financial Statements disclose to Purchaser the work papers or any similar materials related to such Bank Financial Statements and Subsequent Financial Statements.

Access; Information. (a) Company A. Except as prohibited by any Legal Requirement, for the purpose of verifying the representations and Buyer agree 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 from the exchange of informationother Party, each shall Party will (and will cause each of its Subsidiaries to): (i) afford the other party Party and its officers, employees, officers and authorized Representatives (including legal counsel, accountantsaccountants and consultants) full access to its properties, books and other authorized representatives such access records (and those of its Subsidiaries) during normal business hours throughout so that such other Party may have the period prior opportunity to make such reasonable investigation as it will desire to make of the Effective Time affairs of such Party and its Subsidiaries, and (ii) furnish such other Party with such additional financial and operating data and other information as to its books, records (including, without limitation, Tax Returns business and work papers of independent auditors), properties, and personnel and to properties as such other information relating Party may, from time to it as the other party may reasonably request andtime, during such period, shall furnish promptly to the other party all information concerning its business, properties, and personnel as the other party may reasonably request, including, without limitation, a good faith estimate . Neither Party nor any of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall will be required to provide afford access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) information that would jeopardize the attorney-client privilege of (after giving due consideration to the entity in possession or control of such information, (iii) result in the disclosure existence of any trade secrets of common interest, joint defense or similar agreement between the parties), contravene any binding arrangement with any third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this AgreementLegal Requirement. The parties will make appropriate substitute disclosure arrangements under in circumstances in which the restrictions of where the previous sentence applyapplies. (b) B. No access or investigation by a party Party of the business and affairs of the other Party under this Section 7.08 or its representatives shall otherwise will affect or be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the such other party set forth Party in this Agreement or any Schedule delivered in accordance with this Agreement, or the conditions to the respective obligations of Buyer and Company 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) HFC and Bank, on the one hand, and Fidelity and Thrift, on the other hand, shall keep each other advised of all material developments relating to their respective businesses, and to consummation of the Mergers, and each shall provide to the other, upon request, reasonable details of any such development. (b) During the period prior to the Effective Time of the Holding Company Merger, Fidelity and Buyer agree that Thrift shall afford, and Fidelity shall cause the Fidelity Subsidiary to afford, upon reasonable notice and subject notice, to applicable Laws relating to the exchange of information, each shall afford the other party HFC and its officers, employees, counsel, accountants, accountants and other authorized representatives such access representatives, reasonable access, during normal business hours throughout the period prior hours, to the Effective Time to its all of their respective businesses, operations, books, files and records (including, without limitation, Tax Returns limitation tax returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party may reasonably request and, during such period, period shall furnish promptly to the other party make available all information concerning the same as may be reasonably requested. (c) During the period prior to the Effective Time of the Holding Company Merger, HFC and Bank shall afford, upon reasonable notice, to Fidelity and its businessofficers, propertiesemployees, counsel, accountants and other authorized representatives, reasonable access, during normal business hours, to the executive officers of HFC and Bank, and personnel during such period HFC and Bank shall make available all information as may be reasonably requested. (d) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 8.3 (as well as any other information obtained prior to the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives 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. Notwithstanding Subject to the foregoingrequirements of law, neither Company nor Buyer each party shall be required keep confidential, and shall cause its representatives to provide access to or to disclose informationkeep confidential, where access or disclosure could reasonably be expected to (i) violate all information and documents in accordance with the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege terms of the entity in possession Confidentiality Agreement. In the event that this Agreement is terminated or control the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company documents or Buyer with respect extracts thereof containing information and data as to confidentiality (provided that another party hereto to be returned to the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with which furnished the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applysame. (be) No investigation by a any party of the business and affairs of any other party shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, Agreement or the conditions to the respective obligations of Buyer and Company any party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) The Company and Buyer agree agrees that upon reasonable notice and subject to applicable Laws Applicable Law relating to the exchange of information, each shall it will afford the other party and its officers, employees, counsel, accountantsPurchaser, and other authorized representatives Purchaser’s Representatives, such access during normal business hours throughout the period prior to before the Effective Time to its the books, records (including, without limitation, including Tax Returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party Purchaser may reasonably request and, during such period, shall it will furnish promptly to Purchaser (i) a copy of each report, schedule and other document filed by it pursuant to the requirements of Applicable Law respecting banking or securities, and (ii) all other party all information concerning its the business, properties, properties and personnel of it as the other party Purchaser may reasonably request, including, without limitation, a good faith estimate of costs and fees that . Neither Purchaser nor the Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall will be required to provide access to or to disclose information, where afford access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) disclose information that would jeopardize the attorney-client privilege of privilege. To the entity in possession or control of such informationextent possible, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under in circumstances in which the restrictions of where the previous sentence applyapplies. (b) No investigation by a party of the business and affairs of the other party or any of its representatives shall Subsidiaries, pursuant to this Section 6.08 or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company Purchaser’s obligation to consummate the transactions contemplated hereby. (c) Each party shall hold, and shall cause its respective Affiliates and Representatives to hold, in strict confidence, except to the extent necessary to discharge obligations pursuant to Section 6.05 or unless compelled to disclose by judicial or administrative process or, based on the advice of its counsel, by other requirements of Applicable Law or the applicable Governmental Entity, all non-public records, books, contracts, instruments, computer data and other data and information (each, whether oral or written and collectively, “Confidential Information”) concerning Purchaser, in the case of the Company, and concerning the Company, in the case of Purchaser, furnished to it by or on behalf of Purchaser, in the case of the Company, or the Company, in the case of Purchaser, or, in each case, any Affiliate or Representative thereof or otherwise in connection with the Merger or the transactions contemplated hereby and any related integration or transition planning, it being understood that each party and its respective Affiliates and Representatives will use reasonable best efforts to preserve the confidential treatment of such Confidential Information (except to the extent that such Confidential Information can be shown to have been (i) previously known by such party on a non-confidential basis, (ii) independently developed by a party or its Representatives without use of Confidential Information, (iii) in the public domain through no fault of such party or (iv) later lawfully acquired from other sources, which are not prohibited from disclosing such information by a known contractual, legal, agency or fiduciary obligation, by the party to which it was furnished), and shall not release or disclose such Confidential Information to any other person, except its Representatives who (A) in its judgment need to know such information for the purpose of evaluating, negotiating, or consummating the Merger and the transactions contemplated hereby, (B) are informed by it of the confidential nature of such information, and (C) agree or are required by internal policies or fiduciary or other legal obligations to keep such information confidential. (d) Subject to its confidentiality obligations under this AgreementSection 6.08, each party and each of its respective Representatives (i) may retain Confidential Information of the other parties to the extent consistent with its compliance or record-retention policies or procedures or any legal requirement or standard and (ii) is not obligated to destroy any Confidential Information of the other parties that may be contained in its electronic back-up systems established for archival or disaster-recovery purposes. (e) Except for the provisions of Section 6 thereof regarding non-solicitation, which will survive according to its terms, the Confidentiality Agreement is hereby terminated in its entirety and shall be of no further force or effect.

Access; Information. (aA) The Company and Buyer agree that shall upon reasonable notice afford to First Union, FUNB-NC and subject to applicable Laws relating to the exchange their representatives (including, without limitation, officers and employees of information, each shall afford the other party First Union and its officers, employees, counsel, accountants, accountants and other authorized representatives professionals retained by First Union) such access during normal business hours throughout the period prior to the Effective Time Date to its its, each Company Subsidiary's and, subject to each Fund's consent (which the Company shall use reasonable best efforts to procure), each Fund's books, records (including, without limitation, Tax Returns and appropriate work papers of independent auditorsauditors under normal professional courtesy), properties, and personnel and to such other information relating to it as the other party may reasonably request and, during such period, shall furnish promptly to the other party all information concerning its business, properties, and personnel as the other party First Union or FUNB-NC may reasonably request, including, without limitation, a good faith estimate . (B) First Union and FUNB-NC shall not use for any purpose unrelated to the consummation of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding Plan, and shall hold, and shall cause their respective subsidiaries and their directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless and to the foregoing, neither Company nor Buyer shall be extent that disclosure to a bank regulatory authority is necessary and required to provide access to by law in connection with any necessary regulatory approval or unless compelled to disclose informationby judicial or administrative process or by other requirement of law or the applicable requirements of any regulatory agency or relevant stock exchange, where access all non-public records, books, contracts, instruments, computer data and other data and information (collectively, the "Information") concerning any of the Company, the Company Subsidiaries or disclosure could reasonably the Funds (or, if required under a contract with a third party, such third party) furnished it by the Company, the Company Subsidiaries or the Funds or their respective representatives pursuant to this Plan (except to the extent that such information can be expected shown to have been (i1) violate the rights of previously known by such entity’s customersparty on a non-confidential basis, (ii2) jeopardize in the attorneypublic domain through no fault or action of First Union or FUNB-client privilege NC or (3) later lawfully acquired from other sources by First Union or FUNB- NC from a party not known by them to be under an obligation to refrain from making such disclosure) and First Union and FUNB-NC shall not release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants and advisors and, to the extent permitted above, to bank regulatory authorities. In the event of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date termination of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation Plan, First Union and FUNB- NC shall return or destroy all information furnished to such party and its representatives and all analyses, compilations, data, studies and other documents prepared by a such party or its representatives shall be deemed to modify containing or waive based in whole or in part on any representation, warranty, covenantsuch furnished information or reflecting First Union's or FUNB-NC's review of, or agreement of interest in, the other party set forth in this AgreementCompany, the Company Subsidiaries or the conditions to the respective obligations of Buyer and Company to consummate the transactions contemplated by this AgreementFunds.

Access; Information. (a) Company and Buyer agree that upon reasonable notice and subject to applicable Laws relating to the exchange of information, each shall afford the other party and its officers, employees, counsel, accountants, and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party may reasonably request for the purposes of verifying the representations and warranties of the other party and preparing for and consummating the transactions contemplated herein and, during such period, shall furnish promptly to the other party all information concerning its business, properties, and personnel as the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a party or its representatives shall be deemed to modify or waive any representation, warranty, covenant, or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company to consummate the transactions contemplated by this Agreement. Company shall use its reasonable best efforts, subject to applicable Law and the fiduciary duties of the board of directors of Company, to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof.

Access; Information. (a) Company and Buyer agree that upon Upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each the Company shall, and shall cause its Subsidiaries to, afford the other party Buyer and its officers, employees, counsel, accountants, advisors and other authorized representatives such access (collectively, “Buyer Representatives”), reasonable access, during normal business hours throughout the period prior to from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to all of its properties, books, contracts, commitments and records (including, without limitation, 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), properties, and personnel and to such its officers, employees, accountants, counsel or other information relating to it as the other party may reasonably request representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and the Buyer Representatives (i) a copy of each report, schedule and other party document filed by it pursuant to the requirements of federal or state securities, banking or similar laws (other than reports or documents that the Company, or its Subsidiaries, as the case may be, are not permitted to disclose under applicable law), and (ii) all other information concerning its the business, properties, properties and personnel as of the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with as Buyer or any Buyer Representative may reasonably request. Neither the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer any of its Subsidiaries shall be required to provide access to or to disclose information, information where such access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize jeopardizes the attorney-client privilege of the entity institution in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company information or Buyer with respect may reasonably be deemed to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous preceding sentence apply. . Buyer agrees to hold all information and documents obtained pursuant to this Section 6.4 in confidence (b) as provided in, and subject to the provisions of, the Confidentiality Agreement, as if it were the party receiving the confidential information as described therein). No investigation by a party Buyer of the business and affairs of the Company and its Subsidiaries shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company Buyer’s obligation to consummate the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Section 6.4, the Company shall not be obligated, and shall not be obligated to cause any of its Subsidiaries, to afford to Buyer or the Buyer Representatives access to any applicable portions of its properties, books, contracts, commitments, and records containing specific pricing information, customer specific information, or other similar competitively sensitive information.

Access; Information. (a) Company and Buyer agree Parent agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, each Parent shall afford the other party Buyer and its officers, employees, counsel, accountants, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to its Parent’s, the Bank’s and their Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information relating to it them as the other party Buyer may reasonably request and, during such period, shall from time to time furnish promptly to the other party Buyer all information concerning its the business, properties, properties and personnel of Parent, the Bank and their Subsidiaries as the other party Buyer may reasonably requestrequest provided, includinghowever, without limitationthat any such investigation shall be conducted under the supervision of the Bank’s personnel and in such a manner as not to interfere with the normal operations of the Bank. Notwithstanding anything to the contrary in this Agreement, a good faith estimate of costs Bank shall not be required to disclose any information to Buyer if such disclosure would, in the Bank’s sole discretion: (x) cause significant competitive harm to Parent, the Bank and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with their respective businesses if the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to Agreement are not consummated; (i) violate the rights of such entity’s customers, (iiy) jeopardize the any attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entityprivilege; or (viz) contravene any applicable Law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances Except as provided in which Section 5.13, prior to the restrictions Effective Date, without the prior written consent of the previous sentence applyBank, which may be withheld for any reason, Buyer shall not initiate contact with any suppliers to, or customers of, the Bank except with respect to existing relationships with Buyer Bank. Buyer shall, and shall cause its Representatives to, abide by the terms of Section 5.18 hereof (regarding confidential information) with respect to any access or information provided pursuant to this Section 5.06, which shall be treated as confidential information. (b) No investigation by a party Buyer or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party Parent set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company Parent to consummate the transactions contemplated by this Agreementhereby.

Access; Information. (a) Company and Buyer agree that BNB shall afford, upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each shall afford the other party LCNB and its officersRepresentatives, employees, counsel, accountants, and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information relating to it as the other party LCNB may reasonably request and, during such period, (i) shall furnish promptly to LCNB a copy of each material report, schedule and other document filed by it or BNB Bank pursuant to federal or state securities or banking laws, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other party all information concerning its the business, properties, properties and personnel of BNB or BNB Bank as the other party LCNB may reasonably request. BNB shall invite two Representatives of LCNB selected by LCNB from time to time to attend, includingsolely as observers, without limitationall meetings of the BNB Board (and committees thereof) and BNB Bank board after the date of this Agreement; provided, a good faith estimate however, that in no event shall such LCNB Representatives be invited to or permitted to attend any executive session of costs and fees BNB’s or BNB Bank’s board or any meeting at which BNB reasonably determines that Company and its Subsidiaries expect such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the BNB Board or BNB Bank board, as applicable. (b) Neither BNB nor LCNB will, nor shall either parties’ Representatives, use any information obtained pursuant to pay this Section 6.05 (as well as any other information obtained prior to retained representatives 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. Notwithstanding the foregoing, neither Company nor Buyer shall and such information will be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior subject to the date confidentiality provisions of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applySection 6.16. (bc) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by a either party of the business and affairs of the other shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company either party’s obligation to consummate the transactions contemplated by this Agreement. (d) During the period from the date of this Agreement to the Effective Time, BNB shall deliver to LCNB the monthly and quarterly unaudited financial statements of BNB Bank prepared for its internal use and the report of condition and income of BNB Bank for each quarterly period completed prior to the Effective Date as the same shall become available.

Access; Information. (a) The Company and Buyer agree that agrees that, upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall afford the other party Parent and its officers, employees, counsel, accountants, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, shareholder records, Tax Returns and work papers of independent auditors), propertiescontracts, properties and personnel and to such other information relating to it as the other party may reasonably request and, during such period, shall it shall, as promptly as is reasonably practicable, furnish promptly to the other party Parent all information concerning its business, properties, properties and personnel as the other party it may reasonably request, including, without limitation, a good faith estimate of costs and fees that . (b) The Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall not be required to provide access to to, or to disclose informationdisclose, information where such access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) would jeopardize the any attorney-client privilege of the entity in possession or control of such informationcontravene, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties Company will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous preceding sentence apply. (bc) 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) No investigation by a any party of the business and affairs of any other party shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company any party’s obligation to consummate the transactions contemplated by this Agreement. (e) The parties acknowledge that the Company and Parent have previously executed a Confidentiality Agreement dated July 6, 2005 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and each of Parent and the Company will hold any “Confidential Information” (as defined in the Confidentiality Agreement) confidential in accordance with the terms of the Confidentiality Agreement.

Access; Information. (a) Company and Buyer agree Grandpoint agrees that upon reasonable notice and subject to applicable Laws law, regulation or policies imposed by any Governmental Authority relating to the exchange of information, each it shall afford the other party PPBI and its PPBI’s officers, employees, counsel, accountants, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and personnel advisors of Grandpoint and its Subsidiaries and to such other information relating to it Grandpoint and its Subsidiaries as the other party PPBI may reasonably request request, provided that PPBI shall coordinate any and all meetings with Grandpoint personnel with one or more designated representatives of Grandpoint, and, during such period, Grandpoint shall furnish promptly to PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other party all information concerning its the business, properties, properties and personnel of Grandpoint and its Subsidiaries as the other party PPBI may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer Grandpoint shall not be required to provide access to or to disclose information, information where such access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) would jeopardize the attorney-client privilege of the entity Grandpoint or any other Person in possession or control of such information, information (iii) result in after giving due consideration to the disclosure existence of any trade secrets of third common interest, joint defense or similar agreement between the parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties , provided that in any such event, Grandpoint will work in good faith with PPBI to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyarrangements. (b) During the period from the date of this Agreement to the Effective Time, Grandpoint shall, upon the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), Grandpoint will deliver to PPBI its consolidated balance sheet and consolidated statements of income, comprehensive income and changes in shareholders equity, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, Grandpoint will deliver to PPBI its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in shareholder equity and cash flows for such year prepared in accordance with GAAP. Grandpoint shall use its commercially reasonable best efforts to deliver to PPBI its audited consolidated balance sheet as of December 31, 2017 and audited consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the year ended December 31, 2017 by no later than March 9, 2018. Subject to applicable law, within 15 days after the end of each month, Grandpoint will deliver to PPBI a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP. (c) PPBI agrees that upon reasonable notice and subject to applicable law, regulation or policies imposed by any Governmental Authority relating to the exchange of information, it shall afford Grandpoint and Grandpoint’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), systems, properties, personnel and advisors of PPBI and its Subsidiaries and to such other information relating to PPBI and its Subsidiaries as Grandpoint may reasonably request, provided that Grandpoint shall coordinate any and all meetings with PPBI personnel with one or more designated representatives of PPBI, and, during such period, PPBI shall furnish promptly to Grandpoint (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of PPBI and its Subsidiaries as Grandpoint may reasonably request. Notwithstanding the foregoing, PPBI shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of PPBI or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any such event, PPBI will work in good faith with Grandpoint to make appropriate substitute disclosure arrangements. (d) During the period from the date of this Agreement to the Effective Time, PPBI shall, upon the request of Grandpoint, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Grandpoint regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), PPBI will deliver to Grandpoint its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, PPBI will deliver to Grandpoint its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within 15 days after the end of each month, PPBI will deliver to Grandpoint a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP. (e) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the letter agreement, dated as of December 1, 2017, by and between PPBI and Grandpoint (the “Confidentiality Agreement”). (f) No investigation by a party any of the parties or its their respective representatives shall be deemed to modify affect the representations, warranties, covenants or waive any representation, warranty, covenant, or agreement agreements of the other party parties set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company to consummate the transactions contemplated by this Agreementherein.

Access; Information. (a) Subject to Section 9.06 of this Agreement, the Company and Buyer agree that upon reasonable notice and subject to applicable Laws (including the Pandemic Measures) relating to the exchange of information, each shall afford the other party Party and its officers, employees, counsel, accountants, and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party Party may reasonably request and, during such period, shall furnish promptly to the other party Party all information concerning its business, properties, and personnel as the other party Party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither the Company nor Buyer shall be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such informationinformation (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the Parties), (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of the Company or Buyer with respect to confidentiality (provided that the party Party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of the Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any applicable Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties Parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a party Party or its representatives Representatives shall be deemed to modify or waive any representation, warranty, covenant, or agreement of the other party Party set forth in this Agreement, or the conditions to the respective obligations of Buyer and the Company to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Company and Buyer agree Seller agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall afford the other party Parent and its Parent’s officers, employees, counsel, accountants, accountants and other authorized representatives 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 its the books, records (including, without limitation, Tax Returns tax returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party Parent may reasonably request and, during such period, it shall furnish promptly to the Parent (i) a copy of each material report, schedule and other party document filed by Seller pursuant to federal or state securities or banking laws, and (ii) all other information concerning its the business, properties, properties and personnel of Seller as the other party Parent may reasonably request. In no event, includinghowever, without limitationis 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, a good faith estimate any Acquisition Proposal or any other subject matter Seller reasonably determines should be treated as confidential. (b) Each of costs Parent and fees Seller agrees that Company it will not, and will cause its Subsidiaries expect representatives not to, use any information obtained pursuant to pay this Section 6.05 (as well as any other information obtained prior to retained representatives 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. Notwithstanding Subject to the foregoingrequirements of law, neither Company nor Buyer shall be required each party will keep confidential, and will cause its representatives to provide access keep confidential, all information and documents obtained pursuant to or this Section 6.05 (as well as any other information obtained prior to disclose information, where access or disclosure could reasonably be expected to the date hereof in connection with the entering into of this Agreement) unless such party demonstrates that such information (i) violate the rights of was already known to such entity’s customersparty, (ii) jeopardize the attorney-client privilege of the entity in possession or control of becomes available to such informationparty from other sources not known by such party to be bound by a confidentiality obligation, (iii) result in is disclosed with the disclosure prior written approval of any trade secrets of third parties; the party to which such information pertains or (iv) violate any obligation of Company is or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings becomes readily ascertainable from published information or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreementtrade sources. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a either party of the business and affairs of the other shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company 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 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) Company and Buyer agree that upon Upon reasonable notice from a party hereto and subject to applicable Laws laws relating to the exchange of information, each other party (other than Fund Manager) shall afford the other requesting party and its such party’s officers, employees, counsel, accountants, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and personnel advisors and to such other information relating to it as the other party may reasonably request and, during such period, each party shall furnish promptly to the other party all information concerning its the business, properties, properties and personnel as the other party may be reasonably requestrequested. (b) PBB shall cooperate, and use its commercially reasonable best efforts to cause its independent auditor to cooperate, at PBB’s expense, with MNHN and its independent auditor in order to enable MNHN and its Affiliates to prepare financial statements, including, without limitation, a good faith estimate pro forma financial information, for PBB that may be required by MNHN in connection with the filing of costs and fees that Company and its Subsidiaries expect to pay to retained representatives regulatory applications with Governmental Authorities or otherwise required in connection with the transactions contemplated by this Agreement. Notwithstanding Without limiting the generality of the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to PBB agrees that it will: (i) violate consent to the rights use or incorporation of such entity’s customersaudited and/or reviewed financial statements in any proxy statement, prospectus or notice, periodic report or other document that it is required to be delivered to shareholders of MNHN or filed by MNHN or any of its Subsidiaries or Affiliates and (ii) jeopardize execute and deliver, and cause its officers to execute and deliver (including former officers of PBB after the attorney-client privilege of Closing), such “representation” letters as are customarily delivered in connection with audits and as PBB and/or MNHN’s independent accountants may respectively reasonably request under the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applycircumstances. (bc) All information furnished pursuant to this Section 5.04 shall be subject to the provisions of the Confidentiality Agreement, dated as of August 26, 2011, between Fund Manager, MNHN and PBB (the “Confidentiality Agreement”). (d) No investigation by a party any of the parties or its their respective representatives shall be deemed to modify affect the representations, warranties, covenants or waive any representation, warranty, covenant, or agreement agreements of the other party parties set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company to consummate the transactions contemplated by this Agreementherein.

Access; Information. (a) Company and Buyer agree that From the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable notice notice, the Company will (and subject to applicable Laws relating to the exchange of information, each shall will cause its Subsidiaries to) afford the other party Parent and its officers, employees, counsel, accountants, and other authorized representatives Parent’s Representatives such access during normal business hours throughout the period prior to the Effective Time to its officers, employees, agents, books, records (including, without limitation, including Tax Returns and work papers of independent auditors), properties, ) and personnel and to such other information relating to it as properties of the other party may reasonably request and, during such period, shall furnish promptly to the other party all information concerning its business, properties, and personnel as the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect as Parent may reasonably request; provided, however, that such access shall not unreasonably disrupt the operations of the Company or any of its Subsidiaries. All requests for such access shall be made to pay to retained representatives in connection with such agents of the transactions contemplated by this AgreementCompany as the Company may designate, who will be solely responsible for coordinating all such requests and all access permitted hereunder. Notwithstanding the foregoing, neither the Company nor Buyer shall any of its Subsidiaries will be required to provide afford access to or to disclose information, where access or disclosure could reasonably be expected to information that would (i) violate the rights of such entity’s customers, (ii1) jeopardize the attorney-attorney client privilege of privilege, provided that the entity Company will nonetheless provide Parent and its Representatives with appropriate information regarding the factual basis underlying any circumstances that resulted in possession or control the preparation of such informationprivileged analyses, (iii) result in the disclosure of any trade secrets of third parties; (iv2) violate any obligation of Company or Buyer its contractual obligations with respect to confidentiality (provided that if the party who owes an obligation of confidentiality makes a Company will have used reasonable effort best efforts to obtain a waiver the consent of such obligationthird party to such inspection or disclosure without requiring the Company to pay any amount or waive any rights to obtain such consent or (3) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties Parties will make reasonable appropriate substitute disclosure arrangements under in circumstances in which the restrictions of where the previous sentence applyapplies. (b) No investigation Each Party will hold any information provided in connection with this Agreement or the Transactions confidential and any such information provided by a party the Company, its Subsidiaries or its representatives shall their respective Representatives to Parent, Merger Sub or any of their respective Representatives, will be deemed to modify or waive any representation, warranty, covenant, or agreement be “Information” under the Confidentiality Agreement. (c) The Company will provide to Parent a copy of the other party set forth opinion referenced in Section 3.01(u) promptly after the date of this Agreement, or the conditions to the respective obligations of Buyer and Company to consummate the transactions contemplated by this AgreementAgreement solely for information purposes.

Access; Information. (a) Each of PNC and the Company and Buyer agree agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall afford the other party party, and its the other party's officers, employees, counsel, accountants, accountants and other authorized representatives representatives, such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns tax returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other any party may reasonably request and, during such period, it shall furnish promptly to such other party (1) 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 (including pursuant to any agreements with, commitments to or orders of any Governmental Entity, including any related action plan), and (2) all other information concerning the business, properties and personnel of it as the other may reasonably request; PROVIDED THAT the foregoing shall not require PNC or the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of PNC or the Company, as the case may be, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if PNC or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of PNC or the Company, as the case may be, or any of its subsidiaries. All requests for information made pursuant to this Section 5.5 shall be directed to an executive officer of PNC or the Company, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) for any purpose unrelated to the consummation of the transactions contemplated by this Plan. 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 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) unless such information (1) was already known to such party, (2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (3) is disclosed with the prior written approval of the providing party or (4) is or becomes readily ascertainable from publicly available sources. If this Plan is terminated or the transactions contemplated by this 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. (c) In addition to the confidentiality arrangements contained in this Plan, all information concerning its business, properties, and personnel as the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives provided or obtained in connection with the transactions contemplated by this Agreement. Notwithstanding Plan (including pursuant to clause (a) above) will be held by PNC in accordance with and subject to the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege terms of the entity in possession Confidentiality Agreement, dated May 21, 2004, between PNC and the Company (the "CONFIDENTIALITY AGREEMENT"). In the event of a conflict or control of such information, (iii) result in inconsistency between the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date terms of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which Plan and the restrictions of the previous sentence apply. (b) No investigation by a party or its representatives shall be deemed to modify or waive any representation, warranty, covenant, or agreement of the other party set forth in this Confidentiality Agreement, or the conditions to the respective obligations terms of Buyer and Company to consummate the transactions contemplated by this AgreementPlan will govern.

Access; Information. (a) The Company and Buyer agree agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, each shall it will (and will cause its Subsidiaries to) afford the other party and its officers, employees, counsel, accountantsAcquirer, and other authorized representatives Acquirer’s Representatives, such access during normal business hours throughout the period prior to before the Effective Time to its the books, records (including, without limitation, including Tax Returns and supporting documentation and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party Acquirer may reasonably request (and in addition to any such access, shall also furnish the foregoing to the Acquirer to the extent practicable) and, during such period, shall it will furnish promptly to Acquirer (1) a copy of each report, schedule and other document filed by it pursuant to the requirements of federal or state banking or securities Laws, and (2) all other party all information concerning its the business, properties, properties and personnel of it as the other party Acquirer may reasonably request, includingincluding for purposes of facilitating the Integration. In addition, and without limitationlimiting Table of Contents the foregoing, a good faith estimate the Company shall provide Acquirer with its audited financial statements when available and shall complete the audit of costs its financial statements for the year ending on December 31, 2020 as soon as possible after December 31, 2020. Furthermore, the Company shall provide the Acquirer with such access as it may deem necessary and fees that appropriate to conduct an audit or audits of the Company and its Subsidiaries expect to pay to retained representatives in connection with and their respective operations and performance. Neither the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer any of its Subsidiaries shall be required to provide access to or to disclose information, information where such access or disclosure could reasonably be expected to (i) violate jeopardizes the rights of such entity’s customers, (ii) jeopardize the attorney-attorney client privilege of the entity institution in possession or control of such information, (iii) result in the disclosure of information or contravenes any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Lawlaw, rule, regulation, order, judgment, judgment or decree, or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a Subject to the requirements of Law and except as necessary to enforce the terms of this Agreement, each party (until the Effective Time) agrees that it will not, and will cause its respective Representatives not to, use any information or its representatives shall be deemed to modify or waive any representation, warranty, covenant, or agreement of documents it may obtain from the other party set forth in connection with this Agreement, or the conditions to the respective obligations of Buyer Agreement and Company to consummate the transactions contemplated by hereby (as well as any other information obtained prior to the date hereof in connection with entering into this Agreement) for any purpose unrelated to the consummation of the transactions contemplated hereby and the Integration. In the event that this Agreement is terminated or the transactions contemplated hereby 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 and its Subsidiaries to be destroyed or returned to such other party. Notwithstanding the foregoing, either party and its respective Representatives may keep copies of the Transaction Information required by bona fide record retention policies established for the purpose of compliance with applicable laws and regulations.

Access; Information. (aA) Company and Buyer agree that Subject to applicable law, upon reasonable notice and subject to applicable Laws relating to notice, the exchange of information, each Company shall afford the other party First Union and its officers, employees, counsel, accountants, accountants and other authorized representatives such access representatives, access, during normal business hours throughout the period prior to the Effective Time Time, to all of its properties, books, contracts, data processing system files, commitments and records (including, without limitation, Tax Returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party may reasonably request and, during such period, the Company shall furnish promptly to First Union (1) a copy of each material report, schedule and other document filed by the Company and the Company Subsidiaries with any Regulatory Authority, and (2) all other party all information concerning its the business, properties, properties and personnel of the Company and the Company Subsidiaries as the other party First Union may reasonably request, including, without limitation, a good faith estimate of costs and fees PROVIDED that Company and its Subsidiaries expect no investigation pursuant to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer SECTION 5.05 shall be required to provide access to affect or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a party or its representatives shall be deemed to modify or waive any representation, warranty, covenant, representation or agreement of warranty made by the other party set forth in this Agreement, Company or the conditions to the respective obligations of Buyer and the Company or First Union to consummate the transactions contemplated by this AgreementPlan; and (B) First Union will not use any information obtained pursuant to this SECTION 5.05 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, will hold all information and documents obtained pursuant to this paragraph in confidence (as provided in SECTION 8.06) unless and until such time as (i) such information or documents become publicly available other than by reason of any action or failure to act by First Union, (ii) any such information or document is required by law or applicable published stock exchange rule to be disclosed, or (iii) First Union determines, in its reasonable discretion, that such information or document is responsive to any examination or similar request of a Regulatory Authority charged with supervision of it or any of its subsidiaries or that prudent business practices require its disclosure to such Regulatory Authority (subject to prior notice to, and consultation with, the Company, if the circumstances reasonably permit in light of customary practice with such Regulatory Authority). In the event of the termination of this Plan, First Union will, upon request by the Company, deliver to the Company or destroy all documents so obtained by First Union (except to the extent such information is incorporated into the minutes of its board of directors or similar corporate records, in which case it will continue to be held in confidence as provided in this SECTION 5.05).

Access; Information. (a) Company and Buyer agree Seller agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall afford the other party Purchaser and its Purchaser’s officers, employees, counsel, accountants, accountants and other authorized representatives representatives, such reasonable access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns tax returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party Purchaser may reasonably request and, during such period, it shall furnish promptly to the Purchaser (i) a copy of each material report, schedule and other party document filed by Seller pursuant to federal or state securities or banking laws, and (ii) all other information concerning its the business, properties, properties and personnel of Seller as the other party Purchaser may reasonably request. In no event, includinghowever, without limitationis 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, a good faith estimate any Acquisition Proposal or any other subject matter Seller reasonably determines should be treated as confidential. (b) Each of costs Purchaser and fees Seller agrees that Company it will not, and will cause its Subsidiaries expect representatives not to, use any information obtained pursuant to pay this Section 6.05 (as well as any other information obtained prior to retained representatives 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. Notwithstanding Subject to the foregoingrequirements of law, neither Company nor Buyer shall be required each party will keep confidential, and will cause its representatives to provide access keep confidential, all information and documents obtained pursuant to or this Section 6.05 (as well as any other information obtained prior to disclose information, where access or disclosure could reasonably be expected to the date hereof in connection with the entering into of this Agreement) unless such information (i) violate the rights of was already known to such entity’s customersparty, (ii) jeopardize the attorney-client privilege of the entity in possession or control of becomes available to such informationparty from other sources not known by such party to be bound by a confidentiality obligation, (iii) result in is disclosed with the disclosure prior written approval of any trade secrets of third parties; the party to which such information pertains or (iv) violate any obligation of Company is or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings becomes readily ascertainable from published information or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreementtrade sources. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a either party of the business and affairs of the other shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company 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) Company and Buyer agree that upon reasonable notice and subject to applicable Laws relating to the exchange of information, each shall afford the other party and its officers, employees, counsel, accountants, and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party may reasonably request and, during such period, shall furnish promptly to the other party all information concerning its business, properties, and personnel as the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, where access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a party or its representatives shall be deemed to modify or waive any representation, warranty, covenant, or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company to consummate the transactions contemplated by this Agreement.

Access; Information. (aA) Company and Buyer agree that upon Upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to the other party and its officers, employees, counsel, accountants, counsel and other authorized representatives such access of the other party, access, during normal business hours throughout during the period prior to the Effective Time Time, to all its properties, books, records (includingcontracts, without limitationcommitments, Tax Returns records, officers, employees, accountants, counsel and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party may reasonably request representatives and, during such period, it shall, and shall furnish promptly cause its Subsidiaries to, make available to the other party all information concerning its business, properties, properties and personnel as the other party may reasonably request. Unless otherwise specifically requested by the receiving party, includingor unless the disclosing party otherwise notifies the receiving party of the impracticality of electronic delivery, without limitation, a good faith estimate information provided pursuant to this Section 6.5(A) shall be delivered by posting the same on the electronic data site maintained by the parties for the disclosure and review of costs information related to the Merger and fees that Company and the transactions connected therewith. Neither party nor any of its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, information where such access or disclosure could reasonably be expected to (i) would violate or prejudice the rights of such entity’s its customers, (ii) jeopardize the any attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this AgreementExecution Date. The parties will hereto shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous preceding sentence apply. (bB) No investigation by During the period from the Execution Date to the Effective Time, each of WBC, Whidbey Island Bank, Frontier and Frontier Bank shall, and shall cause its representatives to, confer on a party regular and frequent basis with representatives of the other. (C) Each of WBC and Frontier shall promptly notify the other of (1) any material change in the business or operations of it or its representatives shall Subsidiaries, (2) any material complaints, investigations or hearings (or communications indicating that the same may be deemed contemplated) of any Regulatory Authority relating to modify it or waive any representationits Subsidiaries, warranty, covenant(3) the initiation or threat of material litigation involving or relating to it or its Subsidiaries, or agreement (4) any event or condition that might reasonably be expected to cause any of the other party its or its Subsidiaries’ representations or warranties set forth in this Agreement, Agreement not to be true and correct in all material respects as of the Effective Time or the conditions to the respective prevent it or its Subsidiaries from fulfilling its or their obligations of Buyer and Company to consummate the transactions contemplated by under this Agreement. (D) All information furnished to Frontier or WBC by the other party hereto pursuant to Section 6.5(A) shall be subject to, and the parties shall hold all such information in confidence in accordance with, the provisions of the confidentiality agreement, dated June 7, 2007 (the “Confidentiality Agreement”), between Frontier and WBC.

Access; Information. (a) Company and Buyer agree that upon reasonable notice and subject to applicable Laws Each Party hereto shall keep the other Parties apprised of the status of matters relating to completion of the exchange of information, each shall afford Share Sale and the other party transactions contemplated hereby and its officersby the Ancillary Agreements, employeesincluding promptly furnishing the other with copies of any material notices or other communications received by such Party or, counsel, accountants, and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time knowledge of such Party, its Representatives from any third party and/or any Governmental Authority with respect to its books, records (including, without limitation, Tax Returns the Share Sale and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party may reasonably request and, during such period, shall furnish promptly to the other party all information concerning its business, properties, and personnel as the other party may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, in each case to the extent permitted by applicable Law. Notwithstanding Each Party shall give prompt notice to the foregoingother Parties of any development or combination of developments that, neither Company nor Buyer shall individually or in the aggregate, would be required to provide access to or to disclose information, where access or disclosure could reasonably be expected likely to (i) violate the rights of such entity’s customerscause it to fail to comply with or satisfy in any material respect any covenant, condition or agreement under this Agreement or (ii) jeopardize the attorney-client privilege of the entity in possession prevent, materially delay or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) No investigation by a party or materially impair its representatives shall be deemed to modify or waive any representation, warranty, covenant, or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company ability to consummate the transactions contemplated by this Agreement or the Ancillary Agreements or otherwise to perform their respective obligations hereunder or thereunder, including the failure of a condition in Article VII of this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. The Sellers shall give prompt notice to Purchaser of any fact, event or circumstance known to it that is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in any Material Adverse Effect with respect to the Target Companies. (b) The Sellers shall afford to Purchaser and its Representatives reasonable access (including for the purpose of transition planning) during normal business hours and upon reasonable prior notice to the Sellers until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 8.01 to all the properties, books, Contracts, commitments, employees and records of the Target Companies, as Purchaser may from time to time reasonably request, but only to the extent that such access does not unreasonably interfere with the business or operations of the Target Companies, and, during such period, the Sellers shall furnish, or cause to be furnished, promptly to Purchaser all information concerning the business, properties and senior management of the Target Companies as Purchaser may reasonably request; provided that the Sellers shall not be required to (or to cause any of their Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent that doing so would violate applicable Law or any Contract or obligation of confidentiality owing to a third party or result in the loss of attorney-client privilege if, in the case of any such Contract or confidentiality obligation, the Sellers shall have used their reasonable best efforts to obtain the consent of such third party to such access, copies or information, in which case the Parties will use their reasonable best efforts to make appropriate substitute disclosure arrangements. (c) No investigation by any of the Parties or their respective representatives or any knowledge acquired (or capable of being acquired) at any time nor any facts disclosed by any of the Parties (other than in the Seller Disclosure Schedule), whether before or after the date hereof, shall constitute a waiver of or otherwise affect the representations, warranties, covenants or agreements of the other Party set forth herein. (d) In order to facilitate the resolution of any claims made by or against or incurred by any Party or any of its Affiliates after the Closing, to comply with the terms of this Agreement, any applicable Law or Order of any Governmental Authority or any request of any Governmental Authority or for any other reasonable purpose, (i) with respect to matters not pertaining to Taxes, for a period of seven (7) years after the Closing, or for any longer period as may be required by any Governmental Authority or as may be reasonably necessary with respect to the prosecution or defense of any audit or other Action that is then pending or threatened or (ii) with respect to matters pertaining to Taxes, for a period that is equivalent to the period established by any applicable statute of limitations (including any extension or waiver thereof), the other Parties shall, or shall cause their respective Subsidiaries to, (A) retain the books and records (including Tax Returns) of the Target Companies in a manner consistent with such Party’s customary document retention policies (other than destruction policies) on or after the Closing, (B) upon reasonable notice, afford the Representatives of the other Parties reasonable access (including the right to make photocopies, at such Parties’ expense), during normal business hours, to such books and records and reasonable access to and the reasonable assistance of the other Party and its Subsidiaries and respective Representatives with respect to the matters contemplated by this Section 6.04(d) (such access or assistance to be provided in a manner that does not unreasonably interfere with the business or operations of such person or any of its Subsidiaries) and (C) otherwise cooperate with and assist the other Parties or any of their respective Affiliates, at the other Parties’ cost and expense, in connection with the matters contemplated by this Section 6.04(d), including by causing its and its Affiliates’ directors, officers and employees to avail themselves for trial, depositions, interviews and other Action-related litigation endeavors, in each case on terms and conditions reasonably satisfactory to the other Party (including with respect to protecting privilege); provided that the Party requesting such information or access agrees to reimburse the other Parties for all reasonable out-of-pocket expenses incurred by the other Parties or any of their respective Subsidiaries in complying with clauses (B) and (C) above; provided, further that no Party shall be required to (or to cause any of its Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent that doing so would violate applicable Law or any Contract or obligation of confidentiality owing to a third party or result in the loss of solicitor-client privilege if, in the case of any such Contract or confidentiality obligation, such Party shall have used its reasonable best efforts to have obtained the consent of such third party to such access, copies or information, in which case the Parties will make appropriate substitute disclosure arrangements. Following the period specified in the first sentence of this Section 6.04(d), if any Party wishes to destroy such books and records (other than Tax Returns), such Party shall first provide the other Parties with the reasonable opportunity to take possession of the same (at the cost and expense of the applicable other Party). Any information disclosed to any Party or its Representatives pursuant to this Section 6.04(d) shall be subject to the confidentiality obligations in Section 6.05. (e) From the date of this Agreement until Closing, Purchaser shall not, without the Sellers’ prior consent, directly or indirectly, make or have any contact whatsoever with any Target Company employee regarding the transactions contemplated hereby or by the Ancillary Agreements. To the extent that the Sellers permit meetings between Purchaser and any Target Company employee, unless otherwise agreed, a Seller representative shall be present at all times, whether such meeting is held by way of phone call, video conference or in person.

Access; Information. (a) Company and Buyer agree that upon Upon reasonable notice and subject to applicable Laws relating to the exchange of information, each party shall, and shall cause its Subsidiaries to, afford the other party parties and, to the extent requested by Holdings, any Receiving Party who has executed a Confidentiality Agreement, and its their officers, employees, counsel, accountants, accountants and other authorized representatives such access representatives, access, during normal business hours throughout the period prior to the Effective Time Time, to all of its properties, books, contracts, commitments and records, and to its booksofficers, records (includingemployees, without limitationcounsel, Tax Returns and work papers of independent auditors)accountants or other authorized representatives, properties, and personnel and to such other information relating to it as the other party may reasonably request and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to 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 party than reports or documents that Holdings or Partners or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning its the business, properties, properties and personnel of it as the other party may reasonably request, including, without limitation, a good faith estimate . Neither Holdings nor Partners nor any of costs and fees that Company and its their respective Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, information where such access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) would jeopardize the attorney-client privilege of the entity institution in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company information or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the previous preceding sentence apply. (b) Partners and Holdings, respectively, will not use any information obtained pursuant to this Section 6.5 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the matters contemplated by this Agreement or (ii) the matters contemplated by Section 6.14 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this paragraph in confidence. No investigation by a either party of the business and affairs of the other shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company either party’s obligation to consummate the transactions matters contemplated by this Agreement.

Access; Information. (aA) Company and Buyer agree that upon Upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to the other party and its officers, employees, counsel, accountants, counsel and other authorized representatives such access of the other party, access, during normal business hours throughout during the period prior to the Effective Time Time, to all its properties, books, records (includingcontracts, without limitationcommitments, Tax Returns records, officers, employees, accountants, counsel and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party may reasonably request representatives and, during such period, it shall, and shall furnish promptly cause its Subsidiaries to, make available to the other party all information concerning its business, properties, properties and personnel as the other party may reasonably request. Unless otherwise specifically requested by the receiving party, includingor unless the disclosing party otherwise notifies the receiving party of the impracticality of electronic delivery, without limitation, a good faith estimate information provided pursuant to this Section 6.5(A) shall be delivered by posting the same on the electronic data site maintained by the parties for the disclosure and review of costs information related to the Merger and fees that Company and the transactions connected therewith. Neither party nor any of its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information, information where such access or disclosure could reasonably be expected to (i) would violate or prejudice the rights of such entity’s its customers, (ii) jeopardize the any attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this AgreementExecution Date. The parties will hereto shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous preceding sentence apply. (bB) No investigation by During the period from the Execution Date to the Effective Time, each of WBC, Whidbey Island Bank, Frontier and Frontier Bank shall, and shall cause its representatives to, confer on a party regular and frequent basis with representatives of the other. AGREEMENT AND PLAN OF MERGER 35 (C) Each of WBC and Frontier shall promptly notify the other of (1) any material change in the business or operations of it or its representatives shall Subsidiaries, (2) any material complaints, investigations or hearings (or communications indicating that the same may be deemed contemplated) of any Regulatory Authority relating to modify it or waive any representationits Subsidiaries, warranty, covenant(3) the initiation or threat of material litigation involving or relating to it or its Subsidiaries, or agreement (4) any event or condition that might reasonably be expected to cause any of the other party its or its Subsidiaries’ representations or warranties set forth in this Agreement, Agreement not to be true and correct in all material respects as of the Effective Time or the conditions to the respective prevent it or its Subsidiaries from fulfilling its or their obligations of Buyer and Company to consummate the transactions contemplated by under this Agreement. (D) All information furnished to Frontier or WBC by the other party hereto pursuant to Section 6.5(A) shall be subject to, and the parties shall hold all such information in confidence in accordance with, the provisions of the confidentiality agreement, dated June 7, 2007 (the “Confidentiality Agreement”), between Frontier and WBC.

Access; Information. (a) Company and Buyer agree Piedmont agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each it shall afford the other party United and its United’s officers, employees, counsel, accountants, accountants and other authorized representatives representatives, such access during normal business hours throughout the period prior to the Effective Time to its the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, and personnel and to such other information relating to it as the other party United may reasonably request andrequest, and during such period, it shall furnish promptly to United (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities laws, and (ii) all other party all information concerning its the business, properties, properties and personnel of it as the other party United may reasonably request, including, without limitation, a good faith estimate of costs and fees that Company and . Neither Piedmont nor its Subsidiaries expect to pay to retained representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, neither Company nor Buyer shall be required to provide access to or to disclose information that contain competitively sensitive business or other proprietary or confidential information filed under claim of confidentiality (including any confidential supervisory information) or any other matter that the Piedmont Board has been advised by counsel that such distribution to United may violate a confidentiality obligation or fiduciary duty, or where such access or disclosure could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) would jeopardize the attorney-client privilege of Piedmont or its Subsidiaries, as the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or other confidential supervisory informationcase may be, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any Law, rule, regulation, order, judgment, decree, applicable law or regulation or binding contract, agreement or arrangement entered into prior to the date of this Agreement. The parties ; and in any such event, Piedmont or its Subsidiaries will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyarrangements. (b) Each of Piedmont and United agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 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 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 party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the other party that furnished the same. No investigation by a either party of the business and affairs of the other shall affect or its representatives shall be deemed to modify or waive any representation, warranty, covenant, covenant or agreement of the other party set forth in this Agreement, or the conditions to the respective obligations of Buyer and Company 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, Piedmont shall promptly furnish United 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 mutual confidentiality and nondisclosure agreement dated March 25, 2024, between United and Piedmont (the “Confidentiality Agreement”), the terms of which are specifically confirmed.