Common use of Access and Confidentiality Clause in Contracts

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effortBranches; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier Closing Date, upon reasonable prior notice and subject to applicable Requirements of Law relating to the Closing Date exchange of information, Parent and the date on which this Agreement is terminated pursuant to Article 10, Seller shall afford to Sellers will permit the Purchaser and its officers and authorized agents and representatives to have reasonable access access, during normal regular business hours for purposes consistent with this Agreement, to the propertiespersonnel (including the employees, booksand shall instruct such personnel to cooperate with Purchaser), records, contracts, documents, files properties and other information of or financial books and records relating to the Assets Business (including reasonable access to the servicing reports, systems and procedures of Target National Bank), to the Assumed Liabilitiesextent that such access does not materially interfere with the business of Parent or the Sellers; provided, howeverthat the Purchaser and such representatives comply with the confidentiality obligations contained herein and in the Credit Card Program Agreement and in the Mutual Non-Disclosure Agreement, dated as of February 9, 2011, by and between The Toronto-Dominion Bank, on behalf of itself and its subsidiaries, and the Parent (the “Confidentiality Agreement”); and provided, further, that nothing herein the foregoing shall afford Purchaser not (i) require the right Sellers to review permit any information inspection, or to disclose any information, that in their reasonable judgment would result in the disclosure of any trade secrets of third parties or trade secrets of the Sellers or their Affiliates unrelated to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, Business or violate any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer obligations of the business operations Sellers to any third party with respect to confidentiality if the Sellers shall have used commercially reasonable efforts to obtain the consent of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right such third party to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access inspection or disclosure would impose an unreasonable burden on Selleror (ii) require any disclosure by the Sellers that could, or any employee as a result of Sellersuch disclosure, or would violate or prejudice have the rights effect of customers, jeopardize causing the waiver of any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyprivilege. (b) From The parties hereto agree to comply with the Confidentiality Agreement until the Closing Date, at which time the Confidentiality Agreement shall be deemed terminated and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (superseded by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality provisions of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedCredit Card Program Agreement. (c) From and after Each party shall be entitled to specific performance of the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any foregoing provisions of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets this Section 5.1 and the Assumed Liabilities; providedprovisions of the Confidentiality Agreement, however that Purchaser shall not be liable hereunder with respect in addition to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand other remedies that they may have at law or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedequity.

Access and Confidentiality. (a) Until Between the earlier date of this Agreement and the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized officers, employees, agents and representatives reasonable full access during normal business hours to the properties, books, records, contracts, documents, files (including Records) and other information of or relating to the Assets Branches, the Assets, the Assumed Contracts and the Assumed LiabilitiesDeposits upon reasonable advance notice during normal business hours; provided, however, that nothing herein any inspection shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller be conducted in a manner that does not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to unreasonably interfere with Seller’s other branches, facilities and normal business operations not subject to this Agreementor its relations with its customers. Seller shall identify cause its personnel to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be reasonably available to Purchaser at reasonable times during normal business hours hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Branches, the Assets, the Assumed Liabilities Contracts and transition matters. Such transition group will also work cooperatively the Assumed Deposits and to identify familiarize Purchaser with basic policies and resolve issues arising from any commingling operational procedures of Records with Seller’s records for its other branches, assets and operations not subject Seller relating to this Agreementthe Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Owned Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyOwned Branches. (b) From Subject to Section 12.4 hereof, each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence (unless disclosure to a bank regulatory authority is necessary in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process or, in the Closingwritten opinion of its counsel, Seller shall keep confidential by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange) all discussions and information related to the Branches (or, if required under a contract with a third party, concerning such third party) and, with respect to Purchaser, all non-public personal information in its possession of any consumer or customer of Seller, records, books, contracts, instruments, computer data, system requirements and other data and information (other than information which was collectively, “Confidential Information”) furnished to it by Seller or becomes available Seller’s representatives pursuant to Seller this Agreement (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 basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from other sources by the party to which it was furnished and such other source is not subject to a source confidentiality restriction with regard to such Confidential Information), and neither party shall release or disclose such Confidential Information to any other than Purchaser or any person, except, upon the same conditions of its Affiliates) relating to Purchaserconfidentiality, its Affiliatesauditors, the Branchesattorneys, the Assets financial advisors, bankers, other consultants and the Assumed Liabilities; providedadvisors and, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatoriespermitted above, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the ClosingThis Section shall not prohibit disclosure of Confidential Information required by applicable law to be disclosed, Purchaser but such additional disclosure shall keep confidential non-public information in its possession (other than information which was or becomes available be limited to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branchesthat actually required by law, the Assets and the Assumed Liabilities; provided, however party making disclosure shall give the other party as much notice as is practicable of such obligation (except where prohibited by applicable law) so that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate other party may seek a protective order or other reliable assurance similar or appropriate relief, and also shall undertake in good faith to have the Confidential Information disclosed treated confidentially by the party to whom the disclosure is made. (d) Notwithstanding any other express or implied agreement, arrangement or understanding to the contrary, Purchaser and Seller may disclose to any applicable taxing authorities any fact that confidential may be relevant to understanding the tax treatment will be accorded and the non-public information required to be disclosedtax structure of this Agreement.

Access and Confidentiality. (a) Until From the date hereof until the earlier of the Closing Date and the date on which termination of this Agreement is terminated pursuant in accordance with its terms, subject to Article 10applicable Law, Seller (i) Sellers shall, and shall afford to cause the Trayport Companies to, permit Purchaser and its officers and authorized agents and representatives to have reasonable access access, during normal regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to their respective properties, premises, facilities, employees and representatives and books and records of the Trayport Companies (and the Sellers, to the properties, books, records, contracts, documents, files and other information of or relating extent related to the Assets Sale), and (ii) Sellers shall, and shall cause the Assumed LiabilitiesTrayport Companies to, direct their respective employees, agents and representatives and shall cause their respective employees, agents and representatives, to cooperate fully with Purchaser and its agents and representatives to the extent related to the Sale; provided, however, that nothing herein shall afford Purchaser obligate Sellers or their Affiliates to take any actions that would (A) unreasonably interrupt the right normal course of their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to review which Sellers or their Affiliates is a party or to which any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, their respective assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effortare subject; provided, however, that nothing herein Sellers shall afford give notice to Purchaser of the right to review any fact that it is withholding information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation documents pursuant to this Section 7.2(aclause (B) and Sellers shall use their reasonable best efforts to cause such information or documents to be conducted provided in a manner that would not reasonably be expected to waive such privilege or result in such manner as not a violation. Purchaser shall comply, and shall cause its representatives to unreasonably interfere comply, with all safety, health and security rules applicable to the premises being visited. In each case, Purchaser and its agents and representatives shall comply with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyconfidentiality obligations contained herein. (b) From Each Party hereto shall preserve and after keep all books and records and all information relating to the accounting, business and financial affairs that are retained by Sellers or their Affiliates or obtained by Purchaser hereunder, as the case may be, which information relates to the Trayport Companies prior to the Closing, Seller shall keep confidential non-public information in its possession for five (other than information which was 5) years after the Closing Date, or becomes available to Seller on a non-confidential basis from a source other than Purchaser for any longer period as may be (i) required by any Governmental Authority or any of its Affiliates(ii) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder reasonably necessary with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand prosecution or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event defense of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order action that is then pending or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From threatened or audit and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure which the requesting Party has notified the other Party as to the extent need to retain such disclosure is required pursuant to legal process (books, records or information. Notwithstanding the foregoing provisions of this Section 6.2(b), the provisions of Article VIII shall govern the preservation, retention and sharing of Tax Returns and Tax work papers. After the Closing Date, Purchaser, on the one hand, and Sellers and GFI, on the other hand, shall, and shall cause their Affiliates, including pursuant to in the assertion case of Purchaser’s rights under , the Trayport Companies, to permit the other Parties, their Affiliates and their representatives to have reasonable access to, and to inspect and copy, all materials referred to in this AgreementSection 6.2(b) (by interrogatoriesand to meet with officers and employees of such other Parties on a mutually convenient basis during normal business hours to obtain explanations with respect to such materials, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that to obtain additional information in connection with the event preparation of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality financial statements or Tax Returns of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order such other Parties or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedtheir Affiliates.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets Assets, the Assumed Liabilities and the Assumed LiabilitiesBranch Employees; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until From the date hereof until the earlier of the Closing Date and the date on which termination of this Agreement is terminated pursuant in accordance with its terms, subject to Article 10applicable Law, Seller (i) Sellers shall, and shall afford to cause the NGX/Shorcan Companies to, permit Purchaser and its officers and authorized agents and representatives to have reasonable access access, during normal regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the properties, bookspremises, recordsfacilities, contractsemployees and representatives and books and records of the NGX/Shorcan Companies (and the Sellers, documents, files and other information of or relating to the Assets extent related to the Sale), and (ii) Sellers shall, and shall cause the Assumed Liabilities; NGX/Shorcan Companies to, direct their respective employees, agents and representatives to cooperate fully with Purchaser and its agents and representatives to the extent related to the Sale; provided, however, that nothing herein shall afford obligate Sellers or their Affiliates to take any actions that would (A) unreasonably interrupt the normal course of their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which any Seller or its Affiliates is a party or to which any of their respective assets are subject; provided, however, that Sellers shall give notice to Purchaser of the right fact that it is withholding information or documents pursuant to review any this clause (B) and Sellers shall use their commercially reasonable efforts to cause such information or documents to be provided in a manner that would not reasonably be expected to waive such privilege or result in such a violation. Purchaser shall comply, and shall cause its representatives to comply, with all safety, health and security rules applicable to the extent relating solely to loans held by Seller not constituting Loanspremises being visited. In each case, Purchaser and its agents and representatives shall comply with the confidentiality obligations contained herein. (b) After the Closing Date, each Party hereto shall, and shall cause its Affiliates, including the NGX/Shorcan Companies, to, preserve and keep all books and records and all information regarding borrowersrelating to the accounting, business and financial affairs of the NGX/Shorcan Companies prior to the Closing, for five (5) years after the Closing Date, or for any information longer period as may be (i) required by any Governmental Authority or (ii) reasonably necessary with respect to the extent relating solely prosecution or defense of any legal action that is then pending or threatened or audit and with respect to Seller’s which the requesting Party has notified the other branchesParty as to the need to retain such books, facilities records or information. Notwithstanding the foregoing provisions of this Section 6.3(b), the provisions of Article VIII shall govern the preservation, retention and operations not subject to this Agreementsharing of Tax Returns and Tax work papers. Seller shall identify to After the Closing, Purchaser, within fifteen on the one hand, and Sellers, on the other hand, shall, and shall cause their Affiliates, including, in the case of Purchaser, the NGX/Shorcan Companies, (15x) calendar days after to permit the date hereofother Parties, their Affiliates and their representatives to have reasonable access to, and to inspect and copy, all materials referred to in this Section 6.3(b) and (y) to meet with officers and employees of the other Parties, their Affiliates and their representatives on a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times mutually convenient basis during normal business hours to provide obtain explanations with respect to such materials and to obtain additional information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event preparation of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality financial statements or Tax Returns of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or such other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedParties and their Affiliates. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and and, to the extent permitted, disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Purchaser may conduct any environmental assessments of the Real Property, at its sole expense, prior to the Closing Date, and Seller shall reasonably cooperate with Purchaser in completing any such assessments that Purchaser elects to obtain. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public nonpublic information in its possession (other than information which that was or becomes available to Seller on a non-confidential nonconfidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its AffiliatesAffiliates and, except in the ordinary course of business consistent with past practice, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which that was or becomes available to Purchaser on a non-confidential nonconfidential basis from a source other than Seller or any of its Affiliates) (i) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed LiabilitiesLiabilities or (ii) that contains any financial records of Seller’s customers other than holders of Deposits or Obligors of the Loans; provided, however however, that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files (including loan files) and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford . Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition mattersLiabilities. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records Seller’s records with respect to the Branches with Seller’s records for its other branches, assets branches and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford for purposes of enabling Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreementcomply with its securities law disclosure obligations. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From Seller shall permit Purchaser, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at each Branch at any time after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available Merger Effective Time and prior to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed LiabilitiesClosing Date; provided, however, that Purchaser shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit.” Prior to performing any “phase II environmental audits,” Purchaser will provide Seller with a copy of its proposed work plan and Purchaser will cooperate in good faith with Seller to address any comments or suggestions made by Seller regarding the work plan. Purchaser and its environmental consultant shall not conduct all environmental assessments pursuant to this Section 7.2(b) at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Seller’s operation of its business, and Purchaser shall maintain or cause to be liable hereunder maintained adequate insurance with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with assessment conducted hereunder. Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will shall be accorded the non-public information required to restore each Owned Real Property to its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be disclosedborne solely by Purchaser. (c) From Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, except to the Closingextent necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose by judicial or administrative process or, Purchaser shall keep confidential based on the advice of its counsel, by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, “Information”) concerning the other party (or, if required under a contract with a third party, such third party) furnished to it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was or becomes available can be shown to Purchaser have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from a source other than Seller sources by the party to which it was furnished), and neither party shall release or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect disclose such Information to any disclosure other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent permitted above, any Regulatory Authority. Without limiting the foregoing, Purchaser may meet with Branch Employees, promptly following execution of this Agreement and through the Closing to discuss employment retention and other employment related matters at mutually agreeable times and so long as such disclosure is required pursuant to legal process (including pursuant to meetings do not interfere unreasonably with the assertion conduct of PurchaserSeller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedbusiness.

Access and Confidentiality. (a) Until the earlier Closing Date, upon reasonable prior notice and subject to applicable laws relating to the exchange of information, the Closing Date Parent and BG shall permit (and shall cause NFC to permit) the date on which this Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives to have reasonable access access, during normal regular business hours for purposes consistent with this Agreement, to the properties, books, records, contracts, documents, files properties and other information of or financial Books and Records relating to the Assets and Business, to the Assumed Liabilitiesextent that such access does not unduly interfere with the business of the Sellers; provided, howeverthat the Purchaser and such representatives comply with the confidentiality obligations contained herein and in the Confidentiality Agreement; and provided, further that the foregoing shall not (1) require the Sellers to permit any inspection, or to disclose any information, that nothing herein shall afford Purchaser in their reasonable judgment would result in the right to review disclosure of any information trade secrets of third parties or trade secrets of the Sellers or their Affiliates unrelated to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, Business or violate any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer obligations of the business operations Sellers to any third party with respect to confidentiality if the Sellers shall have used commercially reasonable efforts to obtain the consent of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right such third party to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access inspection or disclosure would impose an unreasonable burden on Selleror (2) require any disclosure by the Sellers that could, or any employee as a result of Sellersuch disclosure, or would violate or prejudice have the rights effect of customers, jeopardize causing the waiver of any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyother legal privilege. (b) From and after If this Agreement is terminated, the ClosingPurchaser, at its own expense, shall promptly deliver (without retaining any copies) to the applicable Seller shall keep confidential non-public or (at the Parent’s option) confirm in writing to the Sellers that it has completely destroyed, all information in furnished to the Purchaser or its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser representatives by the Sellers or any of its Affiliates) relating to Purchasertheir agents, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder employees or representatives in connection with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (, whether so obtained before or after the execution hereof, and all analyses, compilations, forecasts, studies or other documents prepared by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller Purchaser or its Affiliates with tax representatives that contain or regulatory reporting requirements; provided that in the event of reflect any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedsuch information. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure In addition to the extent such disclosure is required pursuant to legal process confidentiality arrangements contained herein, all information provided or obtained in connection with the transactions contemplated by this Agreement and by the Ancillary Agreements (including pursuant to clause (a) above) shall be held by the assertion of Purchaser’s rights under this Purchaser in accordance with the Confidentiality Agreement) , dated March 9, 2005, between the Purchaser and the Parent (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the “Confidentiality Agreement”). In the event of any disclosure pursuant a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement shall govern. (d) The Sellers shall be entitled to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality specific performance of the non-public information disclosedforegoing provisions of this Section 5.3 and the provisions of the Confidentiality Agreement, including by cooperating with Seller in addition to obtain an appropriate protective order any other remedies that they may have at law or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedin equity.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files (including loan files) and other information of or relating to the Assets and the Assumed Liabilities; provided. In addition, howeverSeller will use reasonable efforts to arrange for Purchaser to have reasonable access to similar information held by third parties, that nothing herein shall afford if any, for or on Seller's behalf. Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “"transition group” " who will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s 's investigation of matters relating to the AssetsAssets and Liabilities. Seller shall cause other personnel to be reasonably available during normal business hours, to an extent not disruptive of ongoing operations, for the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreementsame purposes. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this AgreementBranches. Any investigation pursuant to this Section 7.2(a) 7.2 shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of the Seller’s 's business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a bank regulatory authority is necessary or desirable in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process or, in the Closingwritten opinion of its counsel, Seller shall keep confidential by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, "Information") concerning the other party (or, if required under a contract with a third party, such third party) furnished it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was or becomes available can be shown to Seller have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from a source other than Purchaser sources by the party to which it was furnished), and neither party shall release or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect disclose such Information to any disclosure other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent such disclosure is required pursuant permitted above, to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and From the date on which this Agreement is terminated hereof to the Closing, subject to any applicable Requirement of Law, (i) Parent shall, and shall cause the Acquired Subsidiaries to, furnish promptly to Purchaser (A) a copy of each annual statement, quarterly statement and registration statement filed by any Acquired Subsidiary pursuant to Article 10, any Requirement of Law; (B) management financial reports (together with all accompanying documents) provided with respect to any Acquired Subsidiary; (C) all inquiries and subpoenas from any Governmental Authority to any Acquired Subsidiary with respect to any alleged deficiency or violation material to the financial condition or operations of such Acquired Subsidiary; and (D) each written report or examination or examination of financial condition or market conduct (in final form) of any Insurance Company; provided that the foregoing shall not require Parent or any Acquired Subsidiary to prepare and furnish any report or other information not otherwise prepared in the ordinary course of business consistent with past practice; and (ii) each Seller shall afford to will permit Purchaser and its officers representatives to have reasonable access, during regular business hours and authorized agents upon reasonable advance notice to such Seller's properties, premises, facilities, information technology systems, employees and representatives reasonable and books and records, including all computer tapes and similarly stored data, of Sellers and the Acquired Subsidiaries (such access during normal business hours to include access to joint venture representatives appointed by any Acquired Subsidiaries, access for underwriters with respect to the properties, books, records, contracts, documents, files financing by Purchaser of the Cash Consideration only so long as such underwriters shall have entered into confidentiality agreements and other information of or relating Sellers will use commercially reasonable efforts to provide full access to the Assets and project set forth in Section 6.4(a) of the Assumed Liabilities; providedSellers Disclosure Letter for due diligence), however, that nothing herein shall afford Purchaser the right to review any information but only to the extent relating solely to loans held by Seller that such access does not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct respective businesses of Seller’s business. Notwithstanding Sellers and only to the foregoingextent related to the Business, and each Seller shall direct its respective employees, agents and representatives and shall cause the employees, agents and representatives of their respective Affiliates, to cooperate fully with Purchaser and its representatives; provided that Purchaser, and its respective representatives shall comply with the confidentiality obligations referred to in Sections 6.4(b) to (d); and provided, further, that the foregoing shall not be required require (1) Sellers or any of their Affiliates to provide access (x) permit any inspection, or to disclose any information, that would result in the disclosure of any trade secrets of Sellers or disclose information where of any of their respective Affiliates unrelated to the Business, (y) violate any obligations of Sellers or Purchaser or their respective Affiliates, as the case may be, to any third party with respect to confidentiality; provided that Sellers shall have used commercially reasonable efforts to obtain the consent of such access third party to such inspection or disclosure would impose an unreasonable burden on Selleror (z) disclose consolidated Tax Returns or Tax-related work papers to each other or (2) any disclosure by Sellers or Purchaser, as the case may be, or any employee of Sellertheir respective Affiliates, or that would violate or prejudice reasonably be expected, as a result of such disclosure, and in the rights opinion of customersoutside counsel, jeopardize to have the effect of causing the waiver of any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyprivilege. (b) From and after the Closingdate hereof, Seller Purchaser shall keep confidential non-public information not, and shall cause each of its Affiliates (including the Acquired Subsidiaries) and its and its Affiliates' personnel (including each of its and its Affiliates' accountants, legal advisers and other professional advisers) not to, disclose to any other Person or otherwise use any Sellers Confidential Information; provided, that Purchaser and its Affiliates may disclose Sellers Confidential Information (i) to the extent required by Law, in its possession (any report, statement, testimony or other than information which was or becomes available submission to Seller on a non-confidential basis from a source other than any Governmental Authority having jurisdiction over Purchaser or any of its Affiliates, (ii) relating with respect to Purchaserthe investment portfolio of the Acquired Subsidiaries, to Portfolio Appraisers in accordance with Section 6.21 or (iii) in order to comply with any Law applicable to Purchaser or any of its Affiliates, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Purchaser or any of its Affiliates in the Branchescourse of any litigation, the Assets and the Assumed Liabilitiesinvestigation or administrative proceeding; provided, howeverfurther, that Seller shall not be liable hereunder with respect to that, if Purchaser or any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (its Affiliates becomes legally compelled by interrogatoriesdeposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process)judicial or administrative process to disclose any Sellers Confidential Information, regulatory process or requestPurchaser shall provide Parent with reasonably prompt prior written notice of such requirement, or and, to the extent such disclosure is reasonably necessary for purposes of compliance by Seller practicable, cooperate reasonably with Parent and Parent's Affiliates (at Parent's expense) to obtain a protective order or its Affiliates with tax or regulatory reporting requirements; provided that in similar remedy to cause Sellers Confidential Information not to be disclosed. In the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate that such protective order or other reliable assurance similar remedy is not obtained, Purchaser shall furnish only that portion of Sellers Confidential Information that has been legally compelled. Purchaser hereby agrees, and shall cause its Affiliates, to protect Sellers Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of such Sellers Confidential Information as Purchaser uses to protect its own confidential treatment will be accorded the non-public information required to be disclosedof a like nature. (c) From and after the Closing, Purchaser Sellers shall keep confidential non-public information not, and shall cause each of their Affiliates and their Affiliates' personnel (including each of their and their Affiliates' accountants, legal advisers and other professional advisers) not to, disclose to any other Person any Business Confidential Information; provided, that any Seller may disclose Business Confidential Information (i) to the extent required by Law, in its possession any report, statement, testimony or other submission to any Governmental Authority having jurisdiction over such Seller or (ii) in order to comply with any Law applicable to such Seller, or in response to any summons, subpoena or other than information which was legal process or becomes available formal or informal investigative demand issued to Purchaser on such Seller in the course of any litigation, investigation or administrative proceeding; provided, further, that, if a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branchesbecomes legally compelled by deposition, the Assets and the Assumed Liabilities; providedinterrogatory, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatoriesrequest for documents, subpoena, civil investigative demand or similar processjudicial or administrative process to disclose any Business Confidential Information, such Seller shall provide Purchaser with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with Purchaser and Purchaser's Affiliates (at Purchaser's expense) to obtain a protective order or regulatory process or request; provided that in the event of any disclosure pursuant similar remedy to legal process Purchaser exercises Commercially Reasonable Efforts cause Business Confidential Information not to preserve the confidentiality of the non-public information be disclosed, including by cooperating with Seller to obtain an appropriate interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other reliable assurance similar remedy is not obtained, such Seller shall furnish only that portion of Business Confidential Information that has been legally compelled. Parent hereby agrees, and shall cause its Affiliates, to protect Business Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of such Business Confidential Information as Sellers use to protect their own confidential treatment information of a like nature. (d) All information provided or obtained in connection with the transactions contemplated by this Agreement and the Related Agreements (including pursuant to subsections (a) through (c) above) will be accorded held in accordance with the non-public confidentiality agreements, by and between Purchaser and Parent (the "Confidentiality Agreements"). In the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreements, the terms of this Agreement will govern. Each of Purchaser and Parent hereby agrees to extend the term of the Confidentiality Agreements to one (1) year from the Closing Date without any further action by either Party. (e) Following the Closing, subject to any applicable Requirement of Law, each of Sellers will permit Purchaser and its respective representatives to have reasonable access, during regular business hours and upon reasonable advance notice to examine and make copies of any books and records and personnel relating to the Business which were retained by Sellers or their Subsidiaries for any reasonable purpose relating to the Business, including in connection with (i) the preparation of the Closing Date Balance Sheet and any dispute in connection therewith, (ii) the preparation of Purchaser's accounting records or with any audits, (iii) any suit, claim, action, proceeding or investigation relating to the Business, (iv) any regulatory filing or matter or (v) any other valid legal or business purpose of Purchaser. Sellers shall cooperate with Purchaser to respond to any inquiry from any Governmental Authority regarding the Business. (f) Following the Closing, subject to any applicable Requirement of Law, Purchaser will permit Sellers and their respective representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to the books and records and personnel relating to the Business which were not retained by Sellers or their Subsidiaries for any reasonable purpose relating to the business of Sellers, including in connection with (i) the preparation of Sellers' accounting records or with any audits, (ii) any suit, claim, action, proceeding or investigation relating to the Business, (iii) any regulatory filing or matter or (iv) in connection with any other valid legal or business purpose of Sellers. (g) Each Party shall preserve and keep all books and records and all information relating to the accounting, business and financial affairs that are retained by any Seller or any Affiliate of any Seller or are obtained by Purchaser hereunder, as the case may be, which information relates to the Transferred Shares or the Business for a reasonable period (not less than seven (7) years) after the Closing Date, or for any longer period as may be (i) required by Law or any Governmental Authority or (ii) reasonably necessary with respect to be disclosedthe prosecution or defense of any audit or other legal action that is then pending or threatened and with respect to which the requesting Party has notified the other Party as to the need to retain such books, records or information. Notwithstanding the foregoing provisions of this Section 6.4(g), the provisions of Article VIII shall govern the preservation, retention and sharing of Tax Returns and Tax work papers.

Access and Confidentiality. (a) Until Between the earlier date of this Agreement and the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized officers, employees, agents and representatives reasonable full access during normal business hours to the properties, books, records, contracts, documents, files (including Designated Loan files) and other information of or relating to the Assets Branches, the Assets, the Assumed Contracts and the Assumed LiabilitiesDeposits upon reasonable advance notice during normal business hours; provided, however, that nothing herein any inspection shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller be conducted in a manner that does not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to unreasonably interfere with Seller’s other branches, facilities and normal business operations not subject to this Agreementor its relations with its customers. Seller shall identify cause its personnel to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be reasonably available to Purchaser at reasonable times during normal business hours hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Branches, the Assets, the Assumed Liabilities Contracts, the Assumed Leases and transition matters. Such transition group will also work cooperatively the Assumed Deposits and to identify familiarize Purchaser with basic policies and resolve issues arising from any commingling operational procedures of Records with Seller’s records for its other branches, assets and operations not subject Seller relating to this Agreementthe Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyBranches. (b) From Subject to Section 12.5 hereof, each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence (unless disclosure to a bank regulatory authority is necessary in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process or, in the Closingwritten opinion of its counsel, Seller shall keep confidential by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange) all discussions and information related to the Branches (or, if required under a contract with a third party, concerning such third party) and, with respect to Purchaser, all non-public records, books, contracts, instruments, computer data, system requirements and other data and information in its possession (other than information which was collectively, “Information”) furnished to it by Seller or becomes available Seller’s representatives pursuant to Seller this Agreement (except to the extent that such Information can be shown to have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from other sources by the party to which it was furnished and such other source is not subject to a source confidentiality restriction with regard to such Information), and neither party shall release or disclose such Information to any other than Purchaser or any person, except, upon the same conditions of its Affiliates) relating to Purchaserconfidentiality, its Affiliatesauditors, the Branchesattorneys, the Assets financial advisors, bankers, other consultants and the Assumed Liabilities; providedadvisors and, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatoriespermitted above, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the ClosingThis Section shall not prohibit disclosure of Information required by applicable law to be disclosed, Purchaser but such additional disclosure shall keep confidential non-public information in its possession (other than information which was or becomes available be limited to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branchesthat actually required by law, the Assets and the Assumed Liabilities; provided, however party making disclosure shall give the other party as much notice as is practicable of such obligation (except where prohibited by applicable law) so that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate other party may seek a protective order or other reliable assurance similar or appropriate relief, and also shall undertake in good faith to have the Information disclosed treated confidentially by the party to whom the disclosure is made. (d) Notwithstanding any other express or implied agreement, arrangement or understanding to the contrary, Purchaser and Seller may disclose to any Tax advisor (i) the Tax treatment and Tax structure of this Agreement; (ii) any fact that may be relevant to understanding the Tax treatment and the Tax structure of this Agreement; and (iii) any materials that are provided to Purchaser and/or Seller relating to the Tax treatment and Tax structure of this Agreement. Purchaser and Seller may, however, keep confidential any information relating to the Tax treatment will be accorded and Tax structure of this Agreement to the non-public information extent required to be disclosedkept confidential to comply with applicable federal and state securities laws.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford . Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “"transition group” " who will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s 's investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this AgreementLiabilities. Seller shall furnish Purchaser with such additional financial and operating data and cause other information about its business operations at the Branches as may personnel to be reasonably necessary available during normal business hours, to an extent not disruptive of ongoing operations, for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreementsame purposes. Any investigation pursuant to this Section 7.2(a) 7.2 shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of the Seller’s 's business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the ClosingEACH PARTY TO THIS AGREEMENT SHALL HOLD, Seller shall keep confidential nonAND SHALL CAUSE ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS AND ADVISORS TO HOLD, IN STRICT CONFIDENCE, UNLESS DISCLOSURE TO A BANK REGULATORY AUTHORITY IS NECESSARY OR DESIRABLE IN CONNECTION WITH ANY REGULATORY APPROVAL OR UNLESS COMPELLED TO DISCLOSE BY JUDICIAL OR ADMINISTRATIVE PROCESS OR, IN THE WRITTEN OPINION OF ITS COUNSEL, BY OTHER REQUIREMENTS OF LAW OR THE APPLICABLE REQUIREMENTS OF ANY REGULATORY AGENCY OR RELEVANT STOCK EXCHANGE, ALL NON-public information in its possession PUBLIC RECORDS, BOOKS, CONTRACTS, INSTRUMENTS, COMPUTER DATA AND OTHER DATA AND INFORMATION (other than information which was or becomes available to Seller on a nonCOLLECTIVELY, "INFORMATION") CONCERNING THE OTHER PARTY (OR, IF REQUIRED UNDER A CONTRACT WITH A THIRD PARTY, SUCH THIRD PARTY) FURNISHED IT BY SUCH OTHER PARTY OR ITS REPRESENTATIVES PURSUANT TO THIS AGREEMENT (EXCEPT TO THE EXTENT THAT SUCH INFORMATION CAN BE SHOWN TO HAVE BEEN (i) PREVIOUSLY KNOWN BY SUCH PARTY ON A NON-confidential basis from a source other than Purchaser or any of its AffiliatesCONFIDENTIAL BASIS, (ii) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process IN THE PUBLIC DOMAIN THROUGH NO FAULT OF SUCH PARTY OR (including pursuant to the assertion of Seller’s rights under this Agreementiii) (by interrogatories, subpoena, civil investigative demand or similar processLATER LAWFULLY ACQUIRED FROM OTHER SOURCES BY THE PARTY TO WHICH IT WAS FURNISHED), regulatory process or requestAND NEITHER PARTY SHALL RELEASE OR DISCLOSE SUCH INFORMATION TO ANY OTHER PERSON, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosedEXCEPT ITS AUDITORS, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedATTORNEYS, FINANCIAL ADVISORS, BANKERS, OTHER CONSULTANTS AND ADVISORS AND, TO THE EXTENT PERMITTED ABOVE, TO BANK REGULATORY AUTHORITIES. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until Following the earlier of the Closing Date and the date on which this Agreement is terminated pursuant Closing, subject to Article 10any applicable Law, Seller shall, and shall afford cause its Affiliates to, upon the request of Buyer, make available to Purchaser Buyer and its officers and authorized agents and representatives Representatives from time to time reasonable access access, during normal regular business hours and upon reasonable advance notice to the propertiesexamine and make copies, booksat Buyer’s own expense, records, contracts, documents, files of any Books and other information of or Records relating to the Assets and the Assumed Liabilities; provided, however, Business prior to Closing that nothing herein shall afford Purchaser the right to review were retained by Seller or its Affiliates for any information purpose reasonably related to the extent relating solely to loans held by Seller not constituting LoansAcquired Assets, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation (i) the preparation of matters accounting records, or with any audits conducted by Buyer, (ii) any Action relating to the Assets, Business or the Assumed Liabilities Acquired Assets or (iii) any regulatory filing or matter; provided that (A) Buyer shall reimburse Seller promptly for all reasonable and transition matters. Such transition group will also work cooperatively to identify necessary out-of-pocket costs and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held expenses incurred by Seller not constituting Loansin connection with any such request, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a(B) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or permit the foregoing activities that would (1) result in the disclosure would impose an unreasonable burden on Sellerof any trade secrets of Third Parties, or any employee trade secrets of Sellerany of Seller or its Affiliates unrelated to the transactions contemplated herein, (2) violate any obligations of Seller or its Affiliates to any Third Party with respect to confidentiality, or would violate or prejudice (3) reasonably be expected, as a result of such disclosure, and after consultation with counsel, to have the rights effect of customers, jeopardize causing the waiver of any attorney-client privilege or contravene any lawprivilege; and provided, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into further that such Books and disclosed to Purchaser prior Records may be redacted (x) to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which extent that they concern the restrictions valuation of the preceding sentence applyBusiness or alternatives to the transactions contemplated herein, (y) as necessary to comply with contractual arrangements or (z) as necessary to redact information that does not relate to the Business or the Acquired Assets in the event such Books and Records contain information relating to the Business or the Acquired Assets. (b) From Except as otherwise stated herein or pursuant to the Ancillary Agreements, from and after the Closingdate hereof, for a period of five (5) years, Seller shall, and shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any cause each of its Affiliates) relating Affiliates to, treat as confidential and use its commercially reasonable efforts to Purchasersafeguard and not to use, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process except as expressly agreed in writing by Buyer (including pursuant to the assertion of Seller’s rights under this License Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to any and all Confidential Information included within the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosedAcquired Assets, including the Acquired Intellectual Property, in each case using the standard of care necessary to prevent the unauthorized use, dissemination or disclosure of such Confidential Information. If requested by cooperating with Purchaser Buyer, at Buyer’s expense, Seller shall (A) exercise reasonable best efforts to obtain an appropriate protective order or other reliable assurance assurances that confidential treatment the Confidential Information so disclosed will be accorded the non-public information required to be disclosed. confidential treatment or (cB) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or cooperate with any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (attempt by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller Buyer to obtain an appropriate protective order or other reliable assurance assurances that confidential treatment the Confidential Information so disclosed will be accorded the non-public information required to be disclosedconfidential treatment.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (ba) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (cb) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets Assets, the Assumed Liabilities and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this AgreementEmployees. Seller shall identify to Purchaser, within fifteen five (155) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business Seller’s banking operations and for purposes of the Branches enabling Holdco to comply with its securities law disclosure obligations, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third-party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that Seller shall, when commercially reasonable, utilize its internal resources; and provided, further, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting LoansSeller, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Without limiting the generality of the foregoing, Purchaser may meet with Seller Employees, as well as with the manager who has responsibility for the Branches, promptly following execution of this Agreement and through the Closing to discuss employment retention and other employment related matters at mutually agreeable times and so long as such meetings do not interfere unreasonably with the conduct of Seller’s business. Furthermore, Seller will use commercially reasonable efforts to cooperate with Purchaser and will make available at Purchaser’s reasonable request during the period from the date of this Agreement until the Closing Date, during business hours and without unreasonably interfering with the operations of Seller, Seller’s experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in Section 4.1. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or that would violate or prejudice the rights of customers, jeopardize or would, based on the advice of outside counsel, result in the loss of any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller and its Affiliates shall keep confidential non-public nonpublic information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public nonpublic information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public nonpublic information required to be disclosed. (c) From and after the Closing, Purchaser and its Affiliates shall keep confidential non-public nonpublic information in its possession (other than information which was or becomes available to Purchaser on a non-confidential nonconfidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public nonpublic information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public nonpublic information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (i) Seller shall deliver to Purchaser any reasonably requested work papers, schedules and other supporting data used by Seller to calculate and prepare the Draft Closing Statement and reasonably necessary for Purchaser to review and confirm the amounts set forth in the Draft Closing Statement. Seller may request such additional data as may be reasonably necessary to verify the amounts set forth in the Draft Closing Statement. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was can be shown to have been (i) previously known by Seller on a non-confidential basis, (ii) in the public domain through no fault of Seller or becomes available to (iii) later lawfully acquired by Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was can be shown to have been (i) previously known by Purchaser on a non-confidential basis, (ii) in the public domain through no fault of Purchaser or becomes available to (iii) later lawfully acquired by Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) process or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files (including Loan files) and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford . Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “"transition group” who " and will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s 's investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition mattersLiabilities. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records Seller's records with respect to the Branches with Seller’s 's records for its other branches, assets branches and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches Branches, and the Commercial Banking Group and such other offsite operational facilities as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this AgreementCommercial Banking Group. Any investigation pursuant to this Section 7.2(a) 7.2 shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of the Seller’s 's business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, Seller or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose by judicial or administrative process or, in the Closingwritten opinion of its counsel, Seller shall keep confidential by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, "Information") concerning the other party (or, if required under a contract with a third party, such third party) furnished it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was or becomes available can be shown to Seller have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no action of such party or its Affiliates or (iii) later lawfully acquired from other sources by the party to which it was furnished which sources do not have a source duty of confidentiality to the other than Purchaser party), and neither party shall release or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect disclose such Information to any disclosure other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent such disclosure is required pursuant permitted above, to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until From the earlier of date hereof to the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford (and shall cause each of its Subsidiaries to) provide to Purchaser (and its officers and authorized officers, directors, employees, accountants, consultants, legal counsel, agents and representatives other representatives, collectively, “Representatives”) (i) reasonable access access, during normal business hours upon prior notice and in a manner so as to the not interfere with Seller’s business, to all properties, offices and other facilities, information, books, recordsrecords and documents and employment records which Purchaser may reasonably request regarding the business, properties, contracts, documentsassets, files liabilities, Employees and other information aspects of the Business or relating to the Acquired Assets and the Assumed Liabilities; provided(ii) reasonable access, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours upon prior notice and in a manner so as to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records not interfere with Seller’s records for business, to the Employees. (b) Notwithstanding any provision of this Agreement to the contrary, Seller, its other branches, assets Affiliates and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller their respective Subsidiaries shall not be required to provide access to or disclose information to Purchaser or its Representatives where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of its customers, jeopardize any the attorney-client privilege of the Person in control or possession of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty Applicable Law or any currently existing contractual restrictions or binding agreement entered into and disclosed to Purchaser prior to agreement. In any such event the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that possible in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedcircumstances. (c) From the date hereof until the third anniversary of the Closing Date, except as required by Applicable Law, each of the parties hereto agrees (each a “Receiving Party”) to, and after the Closingto cause its Representatives and Affiliates to, Purchaser shall keep confidential non-public any and all information and data of a proprietary or confidential nature with respect to another party hereto in its possession (or which it has received in connection with this Agreement and the transactions contemplated hereby, other than information which that was or becomes available to Purchaser on a non-confidential basis from a source the public, other than as a result of a disclosure by the Receiving Party. (d) From the date hereof until the third anniversary of the Closing Date, except as required by Applicable Law or to consummate the transactions contemplated herein and in the Ancillary Agreements, Seller or shall hold in confidence, and shall not disclose to (i) any of its Affiliates) relating to Seller and its Affiliates other than (A) for management or control purposes, including legal, audit, regulatory, financial, operations and compliance, or (B) for the Branchespurpose of performing such Affiliate’s obligations under the Ancillary Agreements, the Assets and the Assumed Liabilities; providedor (ii) any other Person, however that Purchaser shall not be liable hereunder with respect to any disclosure information related to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedClients.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford . Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition mattersLiabilities. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records Seller’s records with respect to the Branches with Seller’s records for its other branches, assets branches and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford for purposes of enabling Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreementcomply with its securities law disclosure obligations. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to permit Purchaser, its Affiliatesat Purchaser’s expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at each Branch at any time prior to the Branches, the Assets and the Assumed LiabilitiesClosing Date; provided, however, that Purchaser shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit.” Prior to performing any “phase II environmental audits,” Purchaser will provide Seller with a copy of its proposed work plan and Purchaser will cooperate in good faith with Seller to address any comments or suggestions made by Seller regarding the work plan. Purchaser and its environmental consultant shall not conduct all environmental assessments pursuant to this Section 7.2(b) at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Seller’s operation of its business, and Purchaser shall maintain or cause to be liable hereunder maintained adequate insurance with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with assessment conducted hereunder. Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will shall be accorded the non-public information required to restore each Owned Real Property to its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be disclosedborne solely by Purchaser. (c) From Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, except to the Closingextent necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose by judicial or administrative process or, Purchaser shall keep confidential based on the advice of its counsel, by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, “Information”) concerning the other party (or, if required under a contract with a third party, such third party) furnished to it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was or becomes available can be shown to Purchaser have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from a source other than Seller sources by the party to which it was furnished), and neither party shall release or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect disclose such Information to any disclosure other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent permitted above, any Regulatory Authority. Without limiting the foregoing, Purchaser may meet with Branch Employees, promptly following execution of this Agreement and through the Closing to discuss employment retention and other employment related matters at mutually agreeable times and so long as such disclosure is required pursuant to legal process (including pursuant to meetings do not interfere unreasonably with the assertion conduct of PurchaserSeller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedbusiness.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and and, to the extent permitted, disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public nonpublic information in its possession (other than information which that was or becomes available to Seller on a non-confidential nonconfidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its AffiliatesAffiliates and, except in the ordinary course of business consistent with past practice, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential nonconfidential basis from a source other than Seller or any of its Affiliates) (i) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed LiabilitiesLiabilities or (ii) which contains any financial records of Seller’s customers other than holders of Deposits or Obligors of the Loans; provided, however however, that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and Assets, the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held retained by Seller not constituting LoansSeller, including information regarding borrowers, or any information to the extent relating solely to Seller’s or other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen thirty (1530) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided provided, further, that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however however, that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files (including loan files) and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford . Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition mattersLiabilities. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records Seller’s records with respect to the Branches with Seller’s records for its other branches, assets branches and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford for purposes of enabling Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreementcomply with its securities law disclosure obligations. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to permit Purchaser, at its Affiliatesexpense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at each Branch at any time prior to the Branches, the Assets and the Assumed LiabilitiesClosing Date; provided, however, that Purchaser shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit.” Prior to performing any “phase II environmental audits,” Purchaser will provide Seller with a copy of its proposed work plan and Purchaser will cooperate in good faith with Seller to address any comments or suggestions made by Seller regarding the work plan. Purchaser and its environmental consultant shall not conduct all environmental assessments pursuant to this Section 7.2(b) at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Seller’s operation of its business, and Purchaser shall maintain or cause to be liable hereunder maintained adequate insurance with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with assessment conducted hereunder. Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will shall be accorded the non-public information required to restore each Owned Real Property to its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be disclosedborne solely by Purchaser. (c) From Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, except to the Closingextent necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose by judicial or administrative process or, Purchaser shall keep confidential based on the advice of its counsel, by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, “Information”) concerning the other party (or, if required under a contract with a third party, such third party) furnished to it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was or becomes available can be shown to Purchaser have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from a source other than Seller sources by the party to which it was furnished), and neither party shall release or disclose such Information to any of other person, except its Affiliates) relating auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to Seller and its Affiliates other than the extent permitted above, any Regulatory Authority. Without limiting the foregoing, Purchaser may meet with Branch Employees, as well as with regional directors who have responsibility for the Branches, promptly following execution of this Agreement and through the Assets Closing to discuss employment retention and other employment related matters at mutually agreeable times and so long as such meetings do not interfere unreasonably with the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion conduct of PurchaserSeller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedbusiness.

Access and Confidentiality. (a) Until Between the earlier date of this Agreement and the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents respective officers, employees, agents, and representatives reasonable full access during normal business hours to the properties, books, records, contracts, documents, files (including Loan files), and other information of or relating to the Assets Branches, the Assets, the Liabilities, the Assumed Contracts, and the Assumed LiabilitiesDeposits upon reasonable advance notice to the President of Seller during normal business hours; provided, however, that nothing herein any inspection shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller be conducted in a manner that does not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to unreasonably interfere with Seller’s other branches, facilities and normal business operations not subject to this Agreementor its relations with its customers. Seller shall identify cause its personnel at the Branches and its personnel having managerial responsibility for the Branches to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be reasonably available to Purchaser at reasonable times during normal business hours hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Branches, the Assets, the Liabilities, the Assumed Liabilities Contracts, and transition matters. Such transition group will also work cooperatively the Assumed Deposits and to identify familiarize Purchaser with basic policies and resolve issues arising from any commingling operational procedures of Records with Seller’s records for its other branches, assets and operations not subject Seller relating to this Agreementthe Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyBranches. (b) From Subject to Section 9.03 hereof, each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence (unless disclosure to a bank regulatory authority is necessary in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process or, in the Closingwritten opinion of its counsel, Seller shall keep confidential by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange) all discussions and information related to the Branches (or, if required under a contract with a third party, concerning such third party) and all non-public records, books, contracts, instruments, computer data, system documentation, and other data and information in its possession (other than information which was or becomes available collectively, “Information”) furnished pursuant to Seller this Agreement (except to the extent that such Information can be shown to have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party, or (iii) later lawfully acquired from other sources by the party to which it was furnished, and such other source is not subject to a source other than Purchaser confidentiality restriction with regard to such Information), and neither party shall release or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect disclose such Information to any disclosure other person, except, upon the same conditions of confidentiality, to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights its auditors, attorneys, financial advisors, bankers, other consultants and advisors, and as otherwise permitted under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the ClosingThis Section shall not prohibit disclosure of Information required by applicable law to be disclosed, Purchaser but such additional disclosure shall keep confidential non-public information in its possession (other than information which was or becomes available be limited to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branchesthat actually required by law, the Assets and the Assumed Liabilities; provided, however party making disclosure shall give the other party as much notice as is practicable of such obligation (except where prohibited by applicable law) so that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate other party may seek a protective order or other reliable assurance that confidential treatment will be accorded similar or appropriate relief, and also shall undertake in good faith to have the non-public information required Information disclosed treated confidentially by the party to be disclosedwhom the disclosure is made.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business operating hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford . Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition mattersLiabilities. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records Seller’s records with respect to the Branches with Seller’s records for its other branches, assets branches and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford for purposes of enabling Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreementcomply with its securities law disclosure obligations. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, except to the Closingextent necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose by judicial or administrative process or, Seller shall keep confidential based on the advice of its counsel, by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, “Information”) concerning the other party (or, if required under a contract with a third party, such third party) furnished to it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was or becomes available can be shown to Seller have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from a source other than Purchaser sources by the party to which it was furnished), and neither party shall release or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect disclose such Information to any disclosure other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent permitted above, any Regulatory Authority. Without limiting the foregoing, Purchaser may meet with Branch Employees and any other employees of Seller, promptly following execution of this Agreement and through the Closing to discuss employment retention and other employment related matters at mutually agreeable times and so long as such disclosure is required pursuant to legal process (including pursuant to meetings do not interfere unreasonably with the assertion conduct of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by business. Seller or its Affiliates shall be provided with tax or regulatory reporting requirements; provided that in the event a copy of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality written offers of the non-public information disclosed, including employment made by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedany employee of Seller promptly after such offer of employment is made. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the propertiesproperties (including visiting Branches for integration planning purposes), books, records, contracts, documents, files (including all of the Loan files) and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Liabilities as Purchaser the right to review any information may reasonably request. Purchaser and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaserthe other party) that shall constitute a “transition group” who and will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business operating hours and such additional time as may be reasonably necessary to complete the P&A Transaction) to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition mattersLiabilities. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records Seller’s records with respect to the Branches with Seller’s records for its other branches, assets branches and operations not subject to this AgreementAgreement as well as other administrative and conversion matters relating to the Branches, the Assets and Liabilities. In addition to members of the transition group, Seller shall provide one management level employee of Seller as a point of contact and information for Purchaser in each of the Branches from the date hereof until the Closing. In addition to the foregoing, Seller and Purchaser shall cooperate to inventory and confirm the Assets and Liabilities during the five (5) Business Days preceding the Closing Date. Seller shall also provide once a month from the date hereof through the Closing Date, a report setting forth the items listed on Schedule 7.2 relating to the Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches Branches, the Assets and Liabilities as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, the Assets and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right Liabilities at the Closing to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this AgreementPurchaser. Any investigation pursuant to this Section 7.2(a) 7.2 shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose by judicial or administrative process or, upon advice of its counsel, by other requirements of law or the Closingapplicable requirements of any regulatory agency or relevant stock exchange, Seller shall keep confidential all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, “Information”) concerning the other party (or, if required under a contract with a third party, such third party) furnished it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was publicly available prior to the date of this Agreement or hereafter becomes publicly available without any violation of this Agreement, was available to Seller the party receiving the information on a non-confidential basis prior to its disclosure by the other party hereto or becomes available from a source person (other than Purchaser or any the party providing such information in connection herewith) who is not, to the knowledge of its Affiliates) relating to Purchaserthe party receiving the information, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect subject to any disclosure legally binding obligation to keep such information confidential), and neither party shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent such disclosure is required pursuant permitted above, to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until Between the earlier date of this Agreement and the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized officers, employees, agents and representatives reasonable full access during normal business hours to the properties, books, records, contracts, documents, files (including Records) and other information of or relating to the Assets Branches, the Assets, the Assumed Contracts and the Assumed LiabilitiesDeposits upon reasonable advance notice during normal business hours; provided, however, that nothing herein any inspection shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller be conducted in a manner that does not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to unreasonably interfere with Seller’s other branches, facilities and normal business operations not subject to this Agreementor its relations with its customers. Seller shall identify cause its personnel to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be reasonably available to Purchaser at reasonable times during normal business hours hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Branches, the Assets, the Assumed Liabilities Contracts and transition matters. Such transition group will also work cooperatively the Assumed Deposits and to identify familiarize Purchaser with basic policies and resolve issues arising from any commingling operational procedures of Records with Seller’s records for its other branches, assets and operations not subject Seller relating to this Agreementthe Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Owned Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyOwned Branches. (b) From Subject to Section 12.4 hereof, each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence (unless disclosure to a bank regulatory authority is necessary in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process or, in the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any written opinion of its Affiliatescounsel, by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange) relating all discussions and information related to the Branches (or, if required under a contract with a third party, concerning such third party) and, with respect to Purchaser, its Affiliatesall non‑public personal information of any consumer or customer of Seller, the Branchesrecords, the Assets books, contracts, instruments, computer data, system requirements and the Assumed Liabilities; providedother data and information (collectively, however, that “Confidential Information”) furnished to it by Seller shall not be liable hereunder with respect or Seller’s representatives pursuant to any disclosure this Agreement (except to the extent that such disclosure Confidential Information can be shown to have been (i) previously known by such party on a non‑confidential basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from other sources by the party to which it was furnished and such other source is required pursuant not subject to legal process (including pursuant a confidentiality restriction with regard to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar processsuch Confidential Information), regulatory process and neither party shall release or requestdisclose such Confidential Information to any other person, or except, upon the same conditions of confidentiality, its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or permitted above, bank regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the ClosingThis Section shall not prohibit disclosure of Confidential Information required by applicable law to be disclosed, Purchaser but such additional disclosure shall keep confidential non-public information in its possession (other than information which was or becomes available be limited to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branchesthat actually required by law, the Assets and the Assumed Liabilities; provided, however party making disclosure shall give the other party as much notice as is practicable of such obligation (except where prohibited by applicable law) so that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate other party may seek a protective order or other reliable assurance similar or appropriate relief, and also shall undertake in good faith to have the Confidential Information disclosed treated confidentially by the party to whom the disclosure is made. (d) Notwithstanding any other express or implied agreement, arrangement or understanding to the contrary, Purchaser and Seller may disclose to any applicable taxing authorities any fact that confidential may be relevant to understanding the tax treatment will be accorded and the non-public information required to be disclosedtax structure of this Agreement.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets Assets, the Assumed Liabilities and the Assumed LiabilitiesBranch Employees; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branchesBranch, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branchesBranch, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches Branch as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branch, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that Seller shall, when commercially reasonable, utilize its internal resources; and provided, further, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branchesBranch, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Without limiting the generality of the foregoing, Purchaser may meet with Branch Employees, as well as with any regional directors who have responsibility for the Branch, promptly following execution of this Agreement and through the Closing to discuss employment retention and other employment related matters at mutually agreeable times and so long as such meetings do not interfere unreasonably with the conduct of Seller’s business and Seller is provided advance notice of such meetings and is permitted to have one or more representative(s) of Seller attend such meetings. Furthermore, Seller will use commercially reasonable efforts to cooperate with Purchaser and will make available at Purchaser’s reasonable request during the period from the date of this Agreement until the Closing Date, during business hours and without unreasonably interfering with the operations of Seller, Seller’s experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in Section 4.1. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, Seller or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize or would, based on the advice of outside counsel, result in the loss of any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the BranchesBranch, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. The foregoing shall not preclude the Seller from disclosing information relating to the Deposits and Loans to be transferred pursuant to this Agreement, the pricing and other terms thereof, and the impact of the transactions contemplated by this Agreement to HoldCo and the Seller, to shareholders and prospective investors of HoldCo (provided, that to the extent such information contains confidential non-public information, the recipients of such information shall enter into a confidentiality agreement in a form reasonably acceptable to Seller and Purchaser). (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the BranchesBranch, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and From the date on which this Agreement is terminated hereof to the Closing, subject to any applicable Requirement of Law, (i) Parent shall, and shall cause the Acquired Subsidiaries to, furnish promptly to Purchaser (A) a copy of each annual statement, quarterly statement and registration statement filed by any Acquired Subsidiary pursuant to Article 10, any Requirement of Law; (B) management financial reports (together with all accompanying documents) provided with respect to any Acquired Subsidiary; (C) all inquiries and subpoenas from any Governmental Authority to any Acquired Subsidiary with respect to any alleged deficiency or violation material to the financial condition or operations of such Acquired Subsidiary; and (D) each written report or examination or examination of financial condition or market conduct (in final form) of any Insurance Company; provided that the foregoing shall not require Parent or any Acquired Subsidiary to prepare and furnish any report or other information not otherwise prepared in the ordinary course of business consistent with past practice; and (ii) each Seller shall afford to will permit Purchaser and its officers representatives to have reasonable access, during regular business hours and authorized agents upon reasonable advance notice to such Seller's properties, premises, facilities, information technology systems, employees and representatives reasonable and books and records, including all computer tapes and similarly stored data, of Sellers and the Acquired Subsidiaries (such access during normal business hours to include access to joint venture representatives appointed by any Acquired Subsidiaries, access for underwriters with respect to the properties, books, records, contracts, documents, files financing by Purchaser of the Cash Consideration only so long as such underwriters shall have entered into confidentiality agreements and other information of or relating Sellers will use commercially reasonable efforts to provide full access to the Assets and project set forth in Section 6.4(a) of the Assumed Liabilities; providedSellers Disclosure Letter for due diligence), however, that nothing herein shall afford Purchaser the right to review any information but only to the extent relating solely to loans held by Seller that such access does not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct respective businesses of Seller’s business. Notwithstanding Sellers and only to the foregoingextent related to the Business, and each Seller shall direct its respective employees, agents and representatives and shall cause the employees, agents and representatives of their respective Affiliates, to cooperate fully with Purchaser and its representatives; provided that Purchaser, and its respective representatives shall comply with the confidentiality obligations referred to in Sections 6.4(b) to (d); and provided, further, that the foregoing shall not be required require (1) Sellers or any of their Affiliates to provide access (x) permit any inspection, or to disclose any information, that would result in the disclosure of any trade secrets of Sellers or disclose information where of any of their respective Affiliates unrelated to the Business, (y) violate any obligations of Sellers or Purchaser or their respective Affiliates, as the case may be, to any third party with respect to confidentiality; provided that Sellers shall have used commercially reasonable efforts to obtain the consent of such access third party to such inspection or disclosure would impose an unreasonable burden on Selleror (z) disclose consolidated Tax Returns or Tax-related work papers to each other or (2) any disclosure by Sellers or Purchaser, as the case may be, or any employee of Sellertheir respective Affiliates, or that would violate or prejudice reasonably be expected, as a result of such disclosure, and in the rights opinion of customersoutside counsel, jeopardize to have the effect of causing the waiver of any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyprivilege. (b) From and after the Closingdate hereof, Seller Purchaser shall keep confidential non-public information not, and shall cause each of its Affiliates (including the Acquired Subsidiaries) and its and its Affiliates' personnel (including each of its and its Affiliates' accountants, legal advisers and other professional advisers) not to, disclose to any other Person or otherwise use any Sellers Confidential Information; provided, that Purchaser and its Affiliates may disclose Sellers Confidential Information (i) to the extent required by Law, in its possession (any report, statement, testimony or other than information which was or becomes available submission to Seller on a non-confidential basis from a source other than any Governmental Authority having jurisdiction over Purchaser or any of its Affiliates, (ii) relating with respect to Purchaserthe investment portfolio of the Acquired Subsidiaries, to Portfolio Appraisers in accordance with Section 6.21 or (iii) in order to comply with any Law applicable to Purchaser or any of its Affiliates, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Purchaser or any of its Affiliates in the Branchescourse of any litigation, the Assets and the Assumed Liabilitiesinvestigation or administrative proceeding; provided, howeverfurther, that Seller shall not be liable hereunder with respect to that, if Purchaser or any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (its Affiliates becomes legally compelled by interrogatoriesdeposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process)judicial or administrative process to disclose any Sellers Confidential Information, regulatory process or requestPurchaser shall provide Parent with reasonably prompt prior written notice of such requirement, or and, to the extent such disclosure is reasonably necessary for purposes of compliance by Seller practicable, cooperate reasonably with Parent and Parent's Affiliates (at Parent's expense) to obtain a protective order or its Affiliates with tax or regulatory reporting requirements; provided that in similar remedy to cause Sellers Confidential Information not to be disclosed. In the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate that such protective order or other reliable assurance similar remedy is not obtained, Purchaser shall furnish only that portion of Sellers Confidential Information that has been legally compelled. Purchaser hereby agrees, and shall cause its Affiliates, to protect Sellers Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized 57 disclosure of such Sellers Confidential Information as Purchaser uses to protect its own confidential treatment will be accorded the non-public information required to be disclosedof a like nature. (c) From and after the Closing, Purchaser Sellers shall keep confidential non-public information not, and shall cause each of their Affiliates and their Affiliates' personnel (including each of their and their Affiliates' accountants, legal advisers and other professional advisers) not to, disclose to any other Person any Business Confidential Information; provided, that any Seller may disclose Business Confidential Information (i) to the extent required by Law, in its possession any report, statement, testimony or other submission to any Governmental Authority having jurisdiction over such Seller or (ii) in order to comply with any Law applicable to such Seller, or in response to any summons, subpoena or other than information which was legal process or becomes available formal or informal investigative demand issued to Purchaser on such Seller in the course of any litigation, investigation or administrative proceeding; provided, further, that, if a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branchesbecomes legally compelled by deposition, the Assets and the Assumed Liabilities; providedinterrogatory, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatoriesrequest for documents, subpoena, civil investigative demand or similar processjudicial or administrative process to disclose any Business Confidential Information, such Seller shall provide Purchaser with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with Purchaser and Purchaser's Affiliates (at Purchaser's expense) to obtain a protective order or regulatory process or request; provided that in the event of any disclosure pursuant similar remedy to legal process Purchaser exercises Commercially Reasonable Efforts cause Business Confidential Information not to preserve the confidentiality of the non-public information be disclosed, including by cooperating with Seller to obtain an appropriate interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other reliable assurance similar remedy is not obtained, such Seller shall furnish only that portion of Business Confidential Information that has been legally compelled. Parent hereby agrees, and shall cause its Affiliates, to protect Business Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of such Business Confidential Information as Sellers use to protect their own confidential treatment information of a like nature. (d) All information provided or obtained in connection with the transactions contemplated by this Agreement and the Related Agreements (including pursuant to subsections (a) through (c) above) will be accorded held in accordance with the non-public confidentiality agreements, by and between Purchaser and Parent (the "Confidentiality Agreements"). In the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreements, the terms of this Agreement will govern. Each of Purchaser and Parent hereby agrees to extend the term of the Confidentiality Agreements to one (1) year from the Closing Date without any further action by either Party. (e) Following the Closing, subject to any applicable Requirement of Law, each of Sellers will permit Purchaser and its respective representatives to have reasonable access, during regular business hours and upon reasonable advance notice to examine and make copies of any books and records and personnel relating to the Business which were retained by Sellers or their Subsidiaries for any reasonable purpose relating to the Business, including in connection with (i) the preparation of the Closing Date Balance Sheet and any dispute in connection therewith, (ii) the preparation of Purchaser's accounting records or with any audits, (iii) any suit, claim, action, proceeding or investigation relating to the Business, (iv) any regulatory filing or matter or (v) any other valid legal or business purpose of Purchaser. Sellers shall cooperate with Purchaser to respond to any inquiry from any Governmental Authority regarding the Business. (f) Following the Closing, subject to any applicable Requirement of Law, Purchaser will permit Sellers and their respective representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to the books and records and personnel relating to the Business which were not retained by Sellers or their Subsidiaries for any reasonable purpose relating to the business of Sellers, including in connection with (i) the preparation of Sellers' accounting records or with any audits, (ii) any suit, claim, action, proceeding or investigation relating to the Business, (iii) any regulatory filing or matter or (iv) in connection with any other valid legal or business purpose of Sellers. (g) Each Party shall preserve and keep all books and records and all information relating to the accounting, business and financial affairs that are retained by any Seller or any Affiliate of any Seller or are obtained by Purchaser hereunder, as the case may be, which information relates to the Transferred Shares or the Business for a reasonable period (not less than seven (7) years) after the Closing Date, or for any longer period as may be (i) required by Law or any Governmental Authority or (ii) reasonably necessary with respect to be disclosedthe prosecution or defense of any audit or other legal action that is then pending or threatened and with respect to which the requesting Party has notified the other Party as to the need to retain such books, records or information. Notwithstanding the foregoing provisions of this Section 6.4(g), the provisions of Article VIII shall govern the preservation, retention and sharing of Tax Returns and Tax work papers.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser Buyer and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files (including loan files and Transferred Employees' personnel files) and other information of or relating to the Assets and the Assumed Liabilities; provided. In addition, howeverSeller will use reasonable efforts to arrange for Buyer to have reasonable access to similar information held by third parties, that nothing herein shall afford Purchaser the right to review any information if any, for or on Seller's behalf. Buyer and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “"transition group” " who will be available to Purchaser Seller and Buyer, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s Buyer's investigation of matters relating to the AssetsAssets and Liabilities. Seller shall cause other personnel to be reasonably available during normal business hours, to an extent not disruptive of ongoing operations, for the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreementsame purposes. Seller shall furnish Purchaser Buyer with such additional financial and operating data and other information about its business operations at the Branches Branch as may be reasonably necessary for the orderly transfer of the business operations of the Branches Assets and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this AgreementLiabilities. Any investigation pursuant to this Section 7.2(a) 7.2 shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of the Seller’s 's business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From . Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a bank regulatory authority is necessary or desirable in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process or, in the Closingwritten opinion of its counsel, Seller shall keep confidential by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, "Information") concerning the other party (or, if required under a contract with a third party, such third party) furnished it by such other party or its possession representatives pursuant to this Agreement (other than information which was or becomes available except to Seller the extent that such Information can be shown to have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from a source other than Purchaser sources by the party to which it was furnished), and neither party shall release or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect disclose such Information to any disclosure other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent such disclosure is required pursuant permitted above, to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford . Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “"transition group” " who will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s 's investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this AgreementLiabilities. Seller shall furnish Purchaser with such additional financial and operating data and cause other information about its business operations at the Branches as may personnel to be reasonably necessary available during normal business hours, to an extent not disruptive of ongoing operations, for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreementsame purposes. Any investigation pursuant to this Section 7.2(a) 7.2 shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of the Seller’s 's business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the ClosingEACH PARTY TO THIS AGREEMENT SHALL HOLD, Seller shall keep confidential nonAND SHALL CAUSE ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS AND ADVISORS TO HOLD, IN STRICT CONFIDENCE, UNLESS DISCLOSURE TO A BANK REGULATORY AUTHORITY IS NECESSARY OR DESIRABLE IN CONNECTION WITH ANY REGULATORY APPROVAL OR UNLESS COMPELLED TO DISCLOSE BY JUDICIAL OR ADMINISTRATIVE PROCESS OR, IN THE WRITTEN OPINION OF ITS COUNSEL, BY OTHER REQUIREMENTS OF LAW OR THE APPLICABLE REQUIREMENTS OF ANY REGULATORY AGENCY OR RELEVANT STOCK EXCHANGE, ALL NON-public information in its possession PUBLIC RECORDS, BOOKS, CONTRACTS, INSTRUMENTS, COMPUTER DATA AND OTHER DATA AND INFORMATION (other than information which was or becomes available to Seller on a nonCOLLECTIVELY, "INFORMATION") CONCERNING THE OTHER PARTY (OR, IF REQUIRED UNDER A CONTRACT WITH A THIRD PARTY, SUCH THIRD PARTY) FURNISHED IT BY SUCH OTHER PARTY OR ITS REPRESENTATIVES PURSUANT TO THIS AGREEMENT (EXCEPT TO THE EXTENT THAT SUCH INFORMATION CAN BE SHOWN TO HAVE BEEN (i) PREVIOUSLY KNOWN BY SUCH PARTY ON A NON-confidential basis from a source other than Purchaser or any of its AffiliatesCONFIDENTIAL BASIS, (ii) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process IN THE PUBLIC DOMAIN THROUGH NO FAULT OF SUCH PARTY OR (including pursuant to the assertion of Seller’s rights under this Agreementiii) (by interrogatories, subpoena, civil investigative demand or similar processLATER LAWFULLY ACQUIRED FROM OTHER SOURCES BY THE PARTY TO WHICH IT WAS FURNISHED), regulatory process or requestAND NEITHER PARTY SHALL RELEASE OR DISCLOSE SUCH INFORMATION TO ANY OTHER PERSON, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosedEXCEPT ITS AUDITORS, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedATTORNEYS, FINANCIAL ADVISORS, BANKERS, OTHER CONSULTANTS AND ADVISORS AND, TO THE EXTENT PERMITTED ABOVE, TO BANK REGULATORY AUTHORITIES. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier Closing Date, upon reasonable prior notice and subject to applicable Requirements of Law relating to the Closing Date exchange of information, the Parent and the date on which this Agreement is terminated pursuant to Article 10Bank will and will cause DAF to, Seller shall afford to permit the Purchaser and its officers and authorized agents and representatives to have reasonable access, during regular business hours for purposes consistent with this Agreement (including reasonable access during normal business hours to the propertiesservicing reports, bookssystems and procedures of the Bank and DAF), recordsto the personnel (including the Employees), contracts, documents, files properties and other information of or financial Books and Records relating to the Assets and Business, to the Assumed Liabilitiesextent that such access does not interfere with the business of the Sellers; provided, howeverthat the Purchaser and such representatives comply with the confidentiality obligations contained herein and in the Confidentiality Agreement; and provided, further that the foregoing shall not (1) require the Sellers to permit any inspection, or to disclose any information, that nothing herein shall afford Purchaser in their reasonable judgment would result in the right to review disclosure of any information trade secrets of third parties or trade secrets of the Sellers or their Affiliates unrelated to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, Business or violate any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer obligations of the business operations Sellers to any third party with respect to confidentiality if the Sellers shall have used commercially reasonable efforts to obtain the consent of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right such third party to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access inspection or disclosure would impose an unreasonable burden on Selleror (2) require any disclosure by the Sellers that could, or any employee as a result of Sellersuch disclosure, or would violate or prejudice have the rights effect of customers, jeopardize causing the waiver of any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyprivilege. (b) From and If this Agreement is terminated, the Purchaser, at its own expense, will promptly deliver (without retaining any copies) to the applicable Seller or (at the Sellers' option) confirm in writing to the Sellers that it has completely destroyed, all information furnished to the Purchaser or its representatives by the Sellers or any of their agents, employees or representatives in connection with this Agreement, whether so obtained before or after the Closingexecution hereof, Seller shall keep and all analyses, compilations, forecasts, studies or other documents prepared by the Purchaser or its representatives that contain or reflect any such information. The Purchaser will cause any information so obtained to be kept confidential non-public and will not use, or permit the use of, such information in its possession (business or in any other than information which was manner or becomes available to Seller on a non-confidential basis from a source for any other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under purpose except as contemplated by this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure In addition to the extent such disclosure is required pursuant to legal process confidentiality arrangements contained herein, all information provided or obtained in connection with the transactions contemplated by this Agreement and by the Ancillary Agreements (including pursuant to clause (a) above) will be held by the assertion of Purchaser’s rights under this Purchaser in accordance with the Confidentiality Agreement between the Purchaser and the Parent (the "Confidentiality Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in "). In the event of any disclosure pursuant a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement will govern. (d) The Sellers and their Affiliates shall be entitled to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality specific performance of the non-public information disclosedforegoing provisions of this Section 5.3 and the provisions of the Confidentiality Agreement, including by cooperating with Seller in addition to obtain an appropriate protective order any other remedies that they may have at law or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedin equity.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of SellerXxxxxx’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-non public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-non public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (d) Seller and Purchaser agree that all information shared between the parties providing customer identifying information or that includes information relating to files used in connection with transitioning customer accounts or transaction information (whether test files or otherwise) shall be transmitted via secure means.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours and at such other times as reasonably requested to the properties, books, records, contracts, documents, files and other information of or relating to the Assets Assets, the Assumed Liabilities and the Assumed LiabilitiesBranch Employees; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting LoansSeller, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen seven (157) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition mattersmatters to the end that Purchaser receives all Records and information to which Seller currently has access in its operations of the Branches, the Assets and the Assumed Liabilities. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effortfor purposes of enabling Purchaser to comply with its securities law disclosure obligations; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting LoansSeller, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Without limiting the generality of the foregoing, Purchaser may meet with Branch Employees, as well as with any regional directors who have responsibility for the Branches, promptly following execution of this Agreement and through the Closing to discuss employment retention and other employment related matters at mutually agreeable times and so long as such meetings do not interfere unreasonably with the conduct of Seller’s business and Seller is provided advance notice of such meetings and is permitted to have one or more representative(s) of Seller attend such meetings. Furthermore, Seller will use commercially reasonable efforts to cooperate with Purchaser and will make available at Purchaser’s reasonable request during the period from the date of this Agreement until the Closing Date, during business hours and without unreasonably interfering with the operations of Seller, Seller’s experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in Section 4.1. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee result in the loss of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Seller shall permit Purchaser, at Purchaser’s expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at each Branch at any time prior to the Closing Date; provided, however, that Purchaser shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit.” Prior to performing any “phase II environmental audits,” Purchaser will provide Seller with a copy of its proposed work plan and Purchaser will cooperate in good faith with Seller to address any comments or suggestions made by Seller regarding the work plan. Purchaser and its environmental consultant shall conduct all environmental assessments pursuant to this Section 7.2(b) at mutually agreeable times and so as to or minimize interference with Seller’s operation of its business. Purchaser shall be required to restore each Owned Real Property to its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up required to restore each Owned Real Property to its pre-assessment condition, shall be borne solely by Purchaser. (c) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (cd) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting LoansSeller, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting LoansSeller, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (d) Within forty-five (45) days after the date of this Agreement, Purchaser may, at its sole cost and expense, undertake physical inspections and examinations of the Owned Real Property and the buildings thereon, including but not limited to surveys, appraisals, Phase I Environmental Site Assessments and such other inspections and examinations as Purchaser reasonably deems necessary or appropriate, which shall be conducted in a manner and at times so as to not disturb Seller’s business operations thereat. The cost of any such inspections and examinations shall solely be the responsibility of Purchaser. Notwithstanding the foregoing, Purchaser shall not conduct any invasive testing or Phase II Environmental Site Assessment on any Owned Real Properties, without the prior written consent of Seller (which consent will not unreasonably be withheld or delayed) and coordinating the scope of such work with Seller or Seller’s consultants, as applicable. If reasonably necessary for proper conduct and completion of on-site sampling for a Phase II Environmental Site Assessment, this time period shall be subject to reasonable extensions, not to exceed forty-five (45) calendar days following the expiration of the initial forty-five (45) calendar day period. Purchaser shall maintain liability insurance and shall indemnify Seller for any and all Losses incurred by Seller, any of its Affiliates and/or third parties while Purchaser and its agents are performing any inspections under this Section 7.2(d). In the event of any damage to any of the Owned Real Property, Seller shall be entitled to require Purchaser to engage workmen reasonably acceptable to Seller to restore any such damage to the same condition as the Owned Real Property were in prior to the inspection. If, during the course of inspections and examinations permitted by this Section 7.2(d), Purchaser uncovers a matter with respect to a parcel of Owned Real Property (which matter is attested to by an independent third party expert) that constitutes a Material Defect, Purchaser shall give Seller written notice as soon as possible (and in any event within five (5) calendar days from discovery of such Material Defect; provided that such notice must be given no later than the expiration of the forty-five (45) calendar day period, or the additional forty-five (45) calendar day period if subject to an extension for testing as described in this Section 7.2(d)) describing, in reasonable detail, the facts or conditions constituting such Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Seller does not elect to cure any such Material Defect or is unable to cure such Material Defect to Purchaser’s reasonable satisfaction at least ten (10) calendar days prior to the Closing, and Purchaser does not elect to waive such Material Defect, Seller shall be responsible for the reasonable costs and expenses Purchaser may incur to repair and remediate the Material Defect with respect to such Owned Real Property, solely to the extent such costs and expenses are in excess of the amount set forth in Schedule 7.2(d) of the Seller Disclosure Schedule in the case of each affected Owned Real Property.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets Assets, the Assumed Liabilities and the Assumed LiabilitiesBranch Employees; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting LoansSeller, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting LoansSeller, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a8.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this AgreementExcluded Assets. Seller shall identify to Purchaser, within fifteen (15) calendar days after on or before the date hereofof this Agreement, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this AgreementExcluded Assets. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and and, to the extent permitted, disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public nonpublic information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public nonpublic information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (ba) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (cb) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting LoansSeller, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting LoansSeller, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until Between the earlier date of this Agreement and the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files (including loan files) and other information of or relating to the Assets Branches, the Assets, the Assumed Contracts and the Assumed Liabilities; providedDeposits. In addition, however, that nothing herein shall afford Seller will use reasonable efforts to arrange for Purchaser the right to review any have reasonable access to similar information to the extent relating solely to loans held by third parties, if any, for or on Seller's behalf. Purchaser and Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, each have identified a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “"transition group” " who will shall be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s 's investigation of matters relating to the Branches, the Assets, the Assumed Liabilities Contracts and transition mattersthe Branch Deposits and to familiarize Purchaser with basic policies and operational procedures of Seller relating to the Branches. Such transition group will also work cooperatively Seller shall cause other personnel to identify and resolve issues arising from any commingling be reasonably available during normal business hours, to an extent not disruptive of Records with Seller’s records ongoing operations, for its other branches, assets and operations not subject to this Agreementthe same purposes. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s businessBranches. Notwithstanding the foregoingany other provision hereof, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed make available to Purchaser prior any employment records as to the date which employees of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts have not agreed to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyrelease such records to Purchaser. (b) From Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a bank regulatory authority is necessary or desirable in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process or, in the Closingwritten opinion of its counsel, Seller shall keep confidential by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, "Information") concerning the other party (or, if required under a contract with a third party, such third party) furnished it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was or becomes available can be shown to Seller have been (a) previously known by such party on a non-confidential basis basis, (b) in the public domain through no fault of such party or (c) later lawfully acquired from a source other than Purchaser sources by the party to which it was furnished), and neither party shall release or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect disclose such Information to any disclosure other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent such disclosure is required pursuant permitted above, to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the propertiespremises of each of the Branches (and permit physical inspections thereof, booksincluding improvements and personal property), recordsRecords, contractsBranch Leases, documentsPersonal Property Leases, files Safe Deposit Agreements and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford . Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who and will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition mattersLiabilities. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records Seller’s records with respect to the Branches with Seller’s records for its other branches, assets branches and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its Seller’s business operations at the Branches as the Seller determines may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, the Assets and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this AgreementAssumed Liabilities. Any investigation pursuant to this Section 7.2(a) 7.2 shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s businessbusinesses. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on SellerSeller or its Affiliates, or any employee of SellerSeller or its Affiliates, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any lawLegal Requirement, ruleOrder, regulation, order, judgment, decree, fiduciary duty Governmental Authorization or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From the date hereof and after the ClosingClosing Date, Seller each party to this Agreement shall keep confidential hold, and shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, except to the extent necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, “Information”) concerning the other party (or, if required under a contract with a third party, such third party) furnished it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was publicly available prior to the date of this Agreement or hereafter becomes publicly available without any violation of this Agreement, was available to Seller the party receiving the information on a non-confidential basis prior to its disclosure by the other party hereto or becomes available from a source Person (other than Purchaser the party providing such information in connection herewith) who is not, to the knowledge of the party receiving the information, subject to any legally binding obligation to keep such information confidential), and neither party shall release or disclose such Information to any of other Person, except its Affiliates) relating auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to Purchaserthe extent permitted above, its Affiliates, the Branches, the Assets and the Assumed Liabilitiesto bank regulatory authorities; provided, however, that Seller upon consummation of the P&A Transaction, this Section 7.2(b) shall not be liable hereunder with respect terminate as to any disclosure Information provided by Seller to Purchaser solely to the extent such disclosure is required pursuant Information relates exclusively to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10, The Seller shall will afford to Purchaser the Buyers and its officers and their authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets Seller's and the Assumed Liabilities; providedSubsidiaries' financial, howevertitle, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loanstax, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities corporate and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial legal materials and operating data and information available as of the date hereof and which becomes available to the Seller at any time prior to the Closing Date, and will furnish to the Buyers such other information about as it may reasonably request, unless any such access and disclosure would violate the terms of any agreement to which the Seller and its Subsidiaries is bound or any applicable law or regulation. The Seller will use its reasonable business operations at the Branches as may be reasonably necessary efforts to secure all requisite consents for the orderly transfer examination by the Buyers and their representatives of all information covered by confidentiality agreements. The Seller will cause the business operations of Subsidiaries to allow the Branches Buyers access to and any mutually agreeable cooperative customer retention effort; providedconsultation with the lawyers, howeveraccountants, that nothing herein shall afford Purchaser and other professionals employed by or used by the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to Subsidiaries for all purposes under this Agreement. Any investigation pursuant such consultation shall occur under circumstances appropriate to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with maintain intact the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any lawas to privileged communications and attorney work product. Additionally, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior the Seller will afford to the date Buyers and their authorized representatives reasonable access to the books and records of this Agreement. the Seller insofar as they relate to property, accounting and tax matters of the Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of Subsidiaries. Until the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its AffiliatesClosing Date, the Branches, confidentiality of any data or information so acquired shall be maintained by the Assets Buyers and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including their representatives pursuant to the assertion terms of Seller’s rights under this Agreement) (by interrogatoriesthe confidentiality agreement described in Schedule 5.3, subpoenawhich the Buyers and Seller hereby acknowledge is binding on them. Further, civil investigative demand or similar process), regulatory process or request, or the Seller will afford to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirementsBuyers and their authorized representatives reasonable access from the date hereof until the Closing Date, during normal business hours, to the Seller's and the Subsidiaries' assets and properties; provided that in such access shall be at the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality sole cost, expense and risk of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedBuyers. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets Assets, Assumed Liabilities and the Assumed LiabilitiesBranch Employees; provided, however, that nothing herein shall afford Purchaser the right to (i) review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this AgreementAgreement or (ii) obtain or review the personnel files and records relating to Branch Employees. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets Assets, the Real Property, the Assumed Liabilities and the Assumed LiabilitiesOffice employees; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branchesoffices, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Real Property, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its or its Affiliates’ other branchesoffices, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches Office as may be reasonably necessary for the orderly transfer of the business operations of the Branches Office, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that Seller shall, when commercially reasonable, utilize its internal resources; and provided, further, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s or its Affiliates’ other branchesoffices, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Without limiting the generality of the foregoing, Purchaser may meet with Office employees, who have responsibility for the Office, promptly following execution of this Agreement and through the Closing to discuss employment retention and other employment related matters at mutually agreeable times and so long as such meetings do not interfere unreasonably with the conduct of Seller’s business and Seller is provided advance notice of such meetings and is permitted to have one or more representative(s) of Seller attend such meetings. Furthermore, Seller will use commercially reasonable efforts to cooperate with Purchaser and will make available at Purchaser’s reasonable request during the period from the date of this Agreement until the Closing Date, during business hours and without unreasonably interfering with the operations of Seller, Seller’s experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in Section 4.1. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, Seller or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize or would, based on the advice of outside counsel, result in the loss of any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, HoldCo and Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the BranchesOffice, the Assets Assets, the Real Property, and the Assumed Liabilities; provided, however, that HoldCo and Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of HoldCo’s and Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by HoldCo and Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process HoldCo and Seller exercises Commercially Reasonable Efforts exercise commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. The foregoing shall not preclude HoldCo and Seller from disclosing information relating to the Assets and Assumed Liabilities to be transferred pursuant to this Agreement, the pricing and other terms thereof, and the impact of the transactions contemplated by this Agreement to shareholders and prospective investors of HoldCo and its Affiliates (provided, that to the extent such information contains confidential non-public information, the recipients of such information shall enter into a confidentiality agreement in customary form). (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to HoldCo and Seller and its Affiliates other than the BranchesOffice, the Assets Assets, the Real Property, and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with HoldCo and Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and or the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Not later than forty-five (45) calendar days after the date of this Agreement, Purchaser may inspect the facilities of the Branches, including but not limited to the electrical system and HVAC. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closingdate of this Agreement, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates (other than information about the Branches, the Assets and the Assumed LiabilitiesLiabilities in the event the P&A Transaction is completed); provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files (including loan files) and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford . Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition mattersLiabilities. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records Seller’s records with respect to the Branches with Seller’s records for its other branches, assets branches and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford for purposes of enabling Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreementcomply with its securities law disclosure obligations. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From Seller shall permit Purchaser, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at each Branch at any time after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available Merger Effective Time and prior to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed LiabilitiesClosing Date; provided, however, that Purchaser shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit.” Prior to performing any “phase II environmental audits,” Purchaser will provide Seller with a copy of its proposed work plan and Purchaser will cooperate in good faith with Seller to address any comments or suggestions made by Seller regarding the work plan. Purchaser and its environmental consultant shall not conduct all environmental assessments pursuant to this Section 7.2(b) at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Seller’s operation of its business, and Purchaser shall maintain or cause to be liable hereunder maintained adequate insurance with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with assessment conducted hereunder. Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will shall be accorded the non-public information required to restore each Owned Real Property to its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be disclosedborne solely by Purchaser. (c) From Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, except to the Closingextent necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose by judicial or administrative process or, Purchaser shall keep confidential based on the advice of its counsel, by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, “Information”) concerning the other party (or, if required under a contract with a third party, such third party) furnished to it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was or becomes available can be shown to Purchaser have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from a source other than Seller sources by the party to which it was furnished), and neither party shall release or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect disclose such Information to any disclosure other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent permitted above, any Regulatory Authority. Without limiting the foregoing, Purchaser may meet with Branch Employees, promptly following execution of this Agreement and through the Closing to discuss employment retention and other employment related matters at mutually agreeable times and so long as such disclosure is required pursuant to legal process (including pursuant to meetings do not interfere unreasonably with the assertion conduct of PurchaserSeller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedbusiness.

Access and Confidentiality. (a) Until Between the earlier date of this Agreement and the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files (including loan files) and other information of or relating to the Assets Branch, the Assets, the Assumed Contracts and the Assumed Liabilities; providedDeposits. Purchaser and its representatives shall give Seller at least 24 hours notice of their intention to inspect the Branch or any Records. Purchaser shall cooperate with Seller to conduct such reviews in a manner and at time which will not interfere with the day-to-day business at the Branch. In addition, however, that nothing herein shall afford Seller will use reasonable efforts to arrange for Purchaser the right to review any have reasonable access to similar information to the extent relating solely to loans held by Seller not constituting Loansthird parties, including information regarding borrowersif any, for or any information to the extent relating solely to on Seller’s other branches, facilities behalf. Purchaser and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, each have identified a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will shall be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Branch, the Assets, the Assumed Liabilities Contracts and transition mattersthe Deposits and to familiarize Purchaser with basic policies and operational procedures of Seller relating to the Branch. Such transition group will also work cooperatively Seller shall cause other personnel to identify and resolve issues arising from any commingling be reasonably available during normal business hours, to an extent not disruptive of Records with Seller’s records ongoing operations, for its other branches, assets and operations not subject to this Agreementthe same purposes. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches Branch as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s businessBranch. Notwithstanding the foregoingany other provision hereof, Seller shall not be required to make available to Purchaser any employment records as to which employees of Seller have not agreed to release such records to Purchaser or to otherwise provide access to or disclose any information where such access or disclosure which would impose an unreasonable burden on Seller, or any employee constitute a violation of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene ’s confidentiality obligations under any law, rule, regulation, order, judgment, decree, fiduciary duty regulation or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyagreement. (b) From Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a regulatory authority is necessary in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process or, in the Closingwritten opinion of its counsel, Seller shall keep confidential by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information, trade secrets, business plans, customer lists, market studies and surveys and other proprietary, non-public information in (collectively, “Information”) concerning the other party (or, if required under a contract with or otherwise by legal obligation to a third party, such third party) furnished it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was or becomes available can be shown to Seller on a have been (a) previously known by such party non-confidential basis basis, (b) in the public domain through no fault of such party or (c) later lawfully acquired from a source other than Purchaser sources by the party to which it was furnished), and neither party shall release or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect disclose such Information to any disclosure other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors who have a need to know such information and either a contractual or professional obligation to maintain the confidentiality of such information and, to the extent such disclosure is required pursuant permitted above, to legal process (including pursuant regulatory authorities. The provisions of this Section 7.2 do not supercede and are not intended to replace the assertion terms of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality and obligations of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded parties under the non-public information required to be disclosedConfidentiality Agreement. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the propertiesproperties (including visiting Branches for integration planning purposes), books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Liabilities as Purchaser the right to review any information may reasonably request. Purchaser and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaserthe other party) that shall constitute a “transition group” who and will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business operating hours and such additional time as may be reasonably necessary to complete the P&A Transaction) to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition mattersLiabilities. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records Seller’s records with respect to the Branches with Seller’s records for its other branches, assets branches and operations not subject to this AgreementAgreement as well as other administrative and conversion matters relating to the Branches, the Assets and Liabilities. In addition to members of the transition group, Seller shall provide one employee of Seller (mutually agreeable with Purchaser) as a point of contact and information for Purchaser in each of the Branches from the date hereof until the Closing. In addition to the foregoing, Seller and Purchaser shall cooperate to inventory and confirm the Assets and Liabilities during the five (5) Business Days preceding the Closing Date. Seller shall also provide once a month from the date hereof through the Closing Date, an update of the summary of estimated Deposits set forth in Schedule 1.1(a). Seller shall furnish Purchaser with such additional financial and operating data and other information about its business banking operations at the Branches Branches, the Assets and Liabilities as may be reasonably necessary for the orderly transfer of the business banking operations of the Branches Branches, the Assets and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right Liabilities at the Closing to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this AgreementPurchaser. Any investigation pursuant to this Section 7.2(a) 7.2 shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this AgreementAgreement or reveal any proprietary information, trade secrets or marketing or strategic plans. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose by judicial or administrative process or, upon advice of its counsel, by other requirements of law or the Closingapplicable requirements of any regulatory agency or relevant stock exchange, Seller shall keep confidential all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, “Information”) concerning the other party (or, if required under a contract with a third party, such third party) furnished it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was publicly available prior to the date of this Agreement or hereafter becomes publicly available without any violation of this Agreement, was available to Seller the party receiving the information on a non-confidential basis prior to its disclosure by the other party hereto or becomes available from a source person (other than Purchaser or any the party providing such information in connection herewith) who is not, to the knowledge of its Affiliates) relating to Purchaserthe party receiving the information, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect subject to any disclosure legally binding obligation to keep such information confidential), and neither party shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent such disclosure is required pursuant permitted above, to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until Between the earlier date of this Agreement and the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized officers, employees, agents and representatives reasonable full access during normal business hours to the properties, books, records, contracts, documents, files (including Records and Loan Documents) and other information of or relating to the Branches, the Assets and the Assumed LiabilitiesLiabilities upon reasonable advance notice during normal business hours; provided, however, that nothing herein any inspection shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller be conducted in a manner that does not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to unreasonably interfere with Seller’s other branches, facilities and normal business operations not subject to this Agreementor its relations with its customers. Seller shall identify cause its personnel to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be reasonably available to Purchaser at reasonable times during normal business hours hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with Purchaser’s investigation of matters relating to the AssetsBranches, the Assumed Assets and the Liabilities and transition matters. Such transition group will also work cooperatively to identify familiarize Purchaser with basic policies and resolve issues arising from any commingling operational procedures of Records with Seller’s records for its other branches, assets and operations not subject Seller relating to this Agreementthe Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches. Seller shall allow Purchaser access to the Branches during normal business hours upon execution of the Agreement for the purposes of inspecting and installing communication equipment and cabling, at Purchaser’s sole expense. In the event that the transactions contemplated by this Agreement are not consummated for any mutually agreeable cooperative customer retention effort; providedreason, howeverPurchaser shall be responsible, that nothing herein shall afford Purchaser at its sole expense, for the right to review removal of any information relating to loans held by Seller not constituting Loans, including information regarding borrowers equipment or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation cabling installed pursuant to this Section 7.2(a) shall be conducted in paragraph and for the repair of any damage done by such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to installation or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyremoval. (b) From Subject to Section 12.4 hereof, each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence (unless disclosure to a bank regulatory authority is necessary in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process or, in the Closingwritten opinion of its counsel, Seller shall keep confidential by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange) all discussions and information related to the Branches (or, if required under a contract with a third party, concerning such third party) and, with respect to Purchaser, all non-public personal information in its possession of any consumer or customer of Seller, records, books, contracts, instruments, computer data, system requirements and other data and information (other than information which was collectively, “Confidential Information”) furnished to it by Seller or becomes available Seller’s representatives pursuant to Seller this Agreement (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 basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from other sources by the party to which it was furnished and such other source is not subject to a source confidentiality restriction with regard to such Confidential Information), and neither party shall release or disclose such Confidential Information to any other than Purchaser or any person, except, upon the same conditions of its Affiliates) relating to Purchaserconfidentiality, its Affiliatesauditors, the Branchesattorneys, the Assets financial advisors, bankers, other consultants and the Assumed Liabilities; providedadvisors and, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatoriespermitted above, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the ClosingThis Section shall not prohibit disclosure of Confidential Information required by applicable law to be disclosed, Purchaser but such additional disclosure shall keep confidential non-public information in its possession (other than information which was or becomes available be limited to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branchesthat actually required by law, the Assets and the Assumed Liabilities; provided, however party making disclosure shall give the other party as much notice as is practicable of such obligation (except where prohibited by applicable law) so that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate other party may seek a protective order or other reliable assurance similar or appropriate relief, and also shall undertake in good faith to have the Confidential Information disclosed treated confidentially by the party to whom the disclosure is made. (d) Notwithstanding any other express or implied agreement, arrangement or understanding to the contrary, Purchaser and Seller may disclose to any applicable taxing authorities any fact that confidential may be relevant to understanding the tax treatment will be accorded and the non-public information required to be disclosedtax structure of this Agreement.

Access and Confidentiality. (a) Until Between the earlier date of this Agreement and the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized officers, employees, agents and representatives reasonable full access during normal business hours to the properties, books, records, contracts, documents, files (including Designated Loan files) and other information of or relating to the Assets Branches, the Assets, the Assumed Contracts and the Assumed LiabilitiesDeposits upon reasonable advance notice during normal business hours; provided, however, that nothing herein any inspection shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller be conducted in a manner that does not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to unreasonably interfere with Seller’s other branches, facilities and normal business operations not subject to this Agreementor its relations with its customers. Seller shall identify cause its personnel to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be reasonably available to Purchaser at reasonable times during normal business hours hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Branches, the Assets, the Assumed Liabilities Contracts, the Assumed Leases and transition matters. Such transition group will also work cooperatively the Assumed Deposits and to identify familiarize Purchaser with basic policies and resolve issues arising from any commingling operational procedures of Records with Seller’s records for its other branches, assets and operations not subject Seller relating to this Agreementthe Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyBranches. (b) From Subject to Section 12.5 hereof, each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence (unless disclosure to a bank regulatory authority is necessary in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process or, in the Closingwritten opinion of its counsel, Seller shall keep confidential by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange) all discussions and information related to the Branches (or, if required under a contract with a third party, concerning such third party) and, with respect to Purchaser, all non-public records, books, contracts, instruments, computer data, system requirements and other data and information in its possession (other than information which was collectively, “Information”) furnished to it by Seller or becomes available Seller’s representatives pursuant to Seller this Agreement (except to the extent that such Information can be shown to have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from other sources by the party to which it was furnished and such other source is not subject to a source confidentiality restriction with regard to such Information), and neither party shall release or disclose such Information to any other than Purchaser or any person, except, upon the same conditions of its Affiliates) relating to Purchaserconfidentiality, its Affiliatesauditors, the Branchesattorneys, the Assets financial advisors, bankers, other consultants and the Assumed Liabilities; providedadvisors and, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatoriespermitted above, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the ClosingThis Section shall not prohibit disclosure of Information required by applicable law to be disclosed, Purchaser but such additional disclosure shall keep confidential non-public information in its possession (other than information which was or becomes available be limited to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branchesthat actually required by law, the Assets and the Assumed Liabilities; provided, however party making disclosure shall give the other party as much notice as is practicable of such obligation (except where prohibited by applicable law) so that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate other party may seek a protective order or other reliable assurance that confidential similar or appropriate relief, and also shall undertake in good faith to have the Information disclosed treated confidentially by the party to whom the disclosure is made. (d) Notwithstanding any other express or implied agreement, arrangement or understanding to the contrary, Purchaser and Seller may disclose to any Tax advisor (i) the Tax treatment will be accorded the non-public information required to be disclosed.and Tax structure of this Agreement;

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the propertiesLeased Real Property and Owned Real Property, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities, including any Phase I environmental site assessments or other environmental assessments, reports or studies in Seller’s possession; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by notifying Purchaser as soon as is practicable after Seller’s receipt of legal process and cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by notifying Purchaser as soon as is practicable after Seller’s receipt of legal process and cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) Purchaser shall ensure that confidential information is (i) not accessible unsecure or unencrypted via remote access; (ii) not stored on any unsecure or unencrypted laptop, portable storage device or media (including but not limited to compact discs, DVDs, flash drives or other such devices) or other portable computing platform; and (iii) not transmitted electronically to any other entity in an unsecure or unencrypted fashion except as expressly approved in writing by Seller. (d) Purchaser shall notify Seller immediately following the discovery of any suspected or actual breach or compromise of the security, confidentiality, or integrity of the confidential information (collectively, “Confidential Information Breach”). If requested by Seller, Purchaser agrees to provide appropriate credit monitoring services for at least one year to all affected persons. Costs associated with any Confidential Information Breach, including but not limited to the costs of credit monitoring, shall be the sole responsibility of Purchaser. (e) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours and at such other times as reasonably requested to the properties, books, records, contracts, documents, files and other information of or relating to the Assets Assets, the Assumed Liabilities and the Assumed LiabilitiesBranch Employees; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting LoansSeller, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen seven (157) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition mattersmatters to the end that Purchaser receives all Records and information to which Seller currently has access in its operations of the Branches, the Home Loan Division, the Assets and the Assumed Liabilities. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches and Home Loan Division Facilities as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effortHome Loan Division and for purposes of enabling Purchaser to comply with its securities law disclosure obligations; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting LoansSeller, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Without limiting the generality of the foregoing, Purchaser may meet with Branch Employees, as well as with any regional directors who have responsibility for the Branches, promptly following execution of this Agreement and through the Closing to discuss employment retention and other employment related matters at mutually agreeable times and so long as such meetings do not interfere unreasonably with the conduct of Seller’s business and Seller is provided advance notice of such meetings and is permitted to have one or more representative(s) of Seller attend such meetings. Furthermore, Seller will use commercially reasonable efforts to cooperate with Purchaser and will make available at Purchaser’s reasonable request during the period from the date of this Agreement until the Closing Date, during business hours and without unreasonably interfering with the operations of Seller, Seller’s experienced technical personnel for consultations with Purchaser concerning transition matters other than the matters referred to in Section 4.1. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee result in the loss of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser, and shall use reasonable best efforts to cause BOA to afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets Assets, the Assumed Liabilities and the Assumed LiabilitiesBranch Employees; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loansor BOA, including information regarding borrowers, or any information to the extent relating solely to Seller’s 's or BOA's other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen thirty (1530) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “"transition group” " who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s 's investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the BranchesBranch, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s 's rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the BranchesBranch, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s 's rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until Between the earlier date of this Agreement and the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized officers, employees, agents and representatives reasonable full access during normal business hours to the properties, books, records, contracts, documents, files (including Loan files) and other information of or relating to the Assets Branches, the Assets, the Assumed Contracts and the Assumed LiabilitiesDeposits upon reasonable advance notice during normal business hours; providedPROVIDED, howeverHOWEVER, that nothing herein any inspection shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller be conducted in a manner that does not constituting Loans, including information regarding borrowers, unreasonably interfere with Seller's normal business operations or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreementits relations with its customers. Seller shall identify cause its personnel to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be reasonably available to Purchaser at reasonable times during normal business hours hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with Purchaser’s 's investigation of matters relating to the Branches, the Assets, the Assumed Liabilities Contracts and transition matters. Such transition group will also work cooperatively the Assumed Deposits and to identify familiarize Purchaser with basic policies and resolve issues arising from any commingling operational procedures of Records with Seller’s records for its other branches, assets and operations not subject Seller relating to this Agreementthe Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyBranches. (b) From Subject to Section 12.4 hereof, each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence (unless disclosure to a bank regulatory authority is necessary in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process or, in the Closingwritten opinion of its counsel, Seller shall keep confidential by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange) all discussions and information related to the Branches (or, if required under a contract with a third party, concerning such third party) and, with respect to Purchaser, all non-public records, books, contracts, instruments, computer data, system requirements and other data and information in its possession (other than information which was collectively, "INFORMATION") furnished to it by Seller or becomes available Seller's representatives pursuant to Seller this Agreement (except to the extent that such Information can be shown to have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from other sources by the party to which it was furnished and such other source is not subject to a source confidentiality restriction with regard to such Information), and neither party shall release or disclose such Information to any other than Purchaser or any person, except, upon the same conditions of its Affiliates) relating to Purchaserconfidentiality, its Affiliatesauditors, the Branchesattorneys, the Assets financial advisors, bankers, other consultants and the Assumed Liabilities; providedadvisors and, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatoriespermitted above, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the ClosingThis Section shall not prohibit disclosure of Information required by applicable law to be disclosed, Purchaser but such additional disclosure shall keep confidential non-public information in its possession (other than information which was or becomes available be limited to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branchesthat actually required by law, the Assets and the Assumed Liabilities; provided, however party making disclosure shall give the other party as much notice as is practicable of such obligation (except where prohibited by applicable law) so that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate other party may seek a protective order or other reliable assurance similar or appropriate relief, and also shall undertake in good faith to have the Information disclosed treated confidentially by the party to whom the disclosure is made. (d) Notwithstanding any other express or implied agreement, arrangement or understanding to the contrary, Purchaser and Seller may disclose to any third party (i) the tax treatment and tax structure of this Agreement; (ii) any fact that may be relevant to understanding the tax treatment and the tax structure of this Agreement; and (iii) any materials that are provided to Purchaser and/or Seller relating to the tax treatment and tax structure of this Agreement. Purchaser and Seller may, however, keep confidential any information relating to the tax treatment will be accorded and tax structure of this Agreement to the non-public information extent required to be disclosedkept confidential to comply with applicable federal and state securities laws.

Access and Confidentiality. (a) Until From the date hereof until the earlier of the Closing Date and the date on which termination of this Agreement in accordance with its terms, subject to applicable Law and insofar as Seller is terminated able pursuant to Article 10the terms of the Final CMA Order, (i) Seller shall, and shall afford to Purchaser direct the Trayport Companies to, permit Purchasers and its officers and authorized their agents and representatives to have reasonable access access, during normal regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the properties, bookspremises, recordsfacilities, contractsemployees and representatives and books and records of the Trayport Companies (and the Seller, documents, files and other information of or relating to the Assets extent related to the Sale), and (ii) Seller shall, and shall direct the Assumed Liabilities; Trayport Companies to, direct their respective employees, agents and representatives to cooperate fully with Purchasers and their agents and representatives to the extent related to the Sale; provided, however, that nothing herein shall afford Purchaser obligate Seller or its Affiliates to take any actions that would (A) unreasonably interrupt the right to review normal course of their businesses or (B) result in any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group waiver of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene violate any law, rule, regulation, order, judgment, decree, fiduciary duty Laws or binding agreement entered into and disclosed the terms of any Contract to Purchaser prior which Seller or its Affiliates is a party or to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; their respective assets are subject; provided, however, that Seller shall give notice to Purchasers of the fact that it is withholding information or documents pursuant to this clause (B) and Seller shall use its commercially reasonable efforts to cause such information or documents to be provided in a manner that would not reasonably be liable hereunder expected to waive such privilege or result in such a violation. Purchasers shall comply, and shall cause its representatives to comply, with respect to any disclosure all safety, health and security rules applicable to the extent such disclosure is required pursuant to legal process premises being visited. In each case, Purchasers and their agents and representatives shall comply with the confidentiality obligations contained herein. (including pursuant b) After the Closing Date, each Party shall preserve and keep all books and records and all information relating to the assertion of Seller’s rights under this Agreement) (by interrogatoriesaccounting, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance business and financial affairs that are retained by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in obtained by Purchasers hereunder, as the event of any disclosure pursuant case may be, which information relates to legal process Seller exercises Commercially Reasonable Efforts the Trayport Companies prior to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser for five (5) years after the Closing Date, or for any longer period as may be (i) required by any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any legal action that is then pending or threatened or audit and with respect to which the requesting Party has notified the other Party as to the need to retain such books, records or information. Notwithstanding the foregoing provisions of this Section 6.3(b), the provisions of Article VIII shall keep confidential non-public govern the preservation, retention and sharing of Tax Returns and Tax work papers. After the Closing Date, Purchasers, on the one hand, and Seller, on the other hand, shall, and shall cause their Affiliates, including in the case of Purchasers, the Trayport Companies, to permit the other Party, its Affiliates and their representatives to have reasonable access to, and to inspect and copy, all materials referred to in this Section 6.3(b) and to meet with officers and employees of such other Parties on a mutually convenient basis during normal business hours to obtain explanations with respect to such materials and to obtain additional information in its possession (connection with the preparation of any financial statements or Tax Returns of such other than information which was Party or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to . Purchasers acknowledge and agree that Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure have limited information due to the extent such disclosure is required pursuant to legal process (including pursuant to constraints imposed on Seller and its Affiliates by the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided CMA Orders and that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will and its Affiliates shall only be accorded the non-public information required to be disclosedpreserve, or provide access to, such materials referred to in this Section 6.3(b) as it was permitted to receive under the CMA Orders and any derogations therefrom granted by the CMA.

Access and Confidentiality. (a) Until the earlier of the Closing Date and From the date on which this Agreement is terminated pursuant to Article 10hereof until the Effective Time, Seller shall afford to Purchaser the Company and its officers Subsidiaries shall authorize and authorized agents permit Parent and representatives its Representatives to have reasonable access during normal business hours upon reasonable notice to (i) the facilities and assets of the Company and its Subsidiaries, including the Company Vessels, for, among other purposes, the conduct of appraisals and environmental and compliance related assessments, (ii) the properties, booksContracts, recordsbooks and records relating to the Company and its Subsidiaries (including working papers and data in the possession of the Company’s or its Subsidiaries’ or their respective independent public accountants, contractsinternal audit reports, documentsand “management letters” from such accountants with respect to the Company’s or any of its Subsidiaries’ systems of internal control) (provided, files that the Company and its Subsidiaries shall not be required to afford such access or furnish such documents if such access or disclosure would reasonably be expected to result in the loss of attorney-client privilege, it being understood that if any information is withheld by the Company or its Subsidiaries pursuant to the foregoing, the Company shall inform Parent as to the general nature of the information being withheld) and (iii) the officers of the Company and its Subsidiaries. During such period, the Company shall furnish as promptly as practicable such information concerning the businesses, properties and personnel of the Company and its Subsidiaries as Parent shall reasonably request. All requests for access to such facilities, assets, properties, books and records and other information shall be made to such of or relating the Company’s Representatives as the Company shall designate, who shall be responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Prior to the Assets Closing, the Company shall generally keep Parent informed as to all material matters involving the operations and businesses of the Company and each of its Subsidiaries. Any information provided to Parent or its Representatives in accordance with this Section 7.1 shall be subject to the terms of the confidentiality agreement dated June 24, 2014, between Parent and the Assumed LiabilitiesCompany (the “Confidentiality Agreement”). Subject to the limitations and restrictions set forth in, and without expanding the obligations of the parties under, this Section 7.1 and Law, the Company and its Subsidiaries shall reasonably cooperate with Parent to facilitate the planning of the integration of the parties and their respective business after the Closing Date. (b) The Parties acknowledge that the Confidentiality Agreement shall continue in full force and effect in accordance with its terms. Each of the Company and Parent agrees that it, its Affiliates and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence until the transactions contemplated hereby are jointly publicly announced by the Parties. At no time shall any Party disclose any of the non-public terms of this Agreement or any non-public information about the other Party to any other Person without the prior written consent of the Party about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, each of the Company and Parent shall be permitted to disclose any and all terms of this Agreement to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to the extent necessary in compliance with applicable Law and the rules of NASDAQ. (c) Parent and the Company shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release, public filing or other public statements with respect to the transactions contemplated by this Agreement, and, prior to the Closing, shall not issue any such press release or make any such public filing or public statement prior to such consultation, except as may be required by Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, however, that nothing herein the foregoing shall afford Purchaser the right not apply to review any information release or other public statement to the extent relating solely containing information that is consistent with and does not contain any material new information or departures from the joint press release referred to loans held by Seller not constituting Loans, including information regarding borrowers, above or any information other release or public statement previously issued or made in accordance with this Section 7.1(c). The parties hereto agree that the initial press release to be issued with respect to the extent relating solely transactions contemplated hereby following execution of this Agreement shall be in the form heretofore agreed to Sellerby Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section 7.1(c)) or as required by Law, no Party shall issue any press release or make any public filing or public statement regarding the other Party or the other Party’s operations, directors, officers or employees without obtaining the other branchesparty’s prior written consent. For the avoidance of doubt, facilities and operations not subject to nothing in this Agreement. Seller Section 7.1(c) shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group restrict any disclosure of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer made by or on behalf of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser Company or any of its Affiliates) relating Affiliates to Purchaserany direct or indirect investors in any such Person or any disclosure by any such Person of a general description of the transaction in connection with the normal fundraising and related marketing, informational or reporting activities of such Person. The Parties shall consult and coordinate with each other regarding any pre-Closing communication between the Company and its Affiliatesemployees, the Branchescontributors, the Assets vendors, advertisers and other customers regarding this Agreement and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedtransactions contemplated hereby. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier Closing Date, upon reasonable prior notice and subject to applicable Requirements of Law relating to the Closing Date exchange of information, the Parent will, and will cause the date on which this Agreement is terminated pursuant to Article 10other Sellers to, Seller shall afford to permit the Purchaser and its officers and authorized agents and representatives to have reasonable access, during regular business hours for purposes consistent with this Agreement (including reasonable access during normal business hours to the propertiesservicing reports, bookssystems and procedures of the other Sellers), recordsto the personnel, contracts, documents, files properties and other information of or financial Books and Records relating to the Assets and Business, to the Assumed Liabilitiesextent that such access does not interfere with the business of the Sellers; provided, howeverthat the Purchaser and such representatives comply with the confidentiality obligations contained herein and in the Confidentiality Agreement (as defined below); and provided, further that the foregoing shall not (1) require the Sellers to permit any inspection, or to disclose any information, that nothing herein shall afford Purchaser in their reasonable judgment would result in the right to review disclosure of any information trade secrets of third parties or trade secrets of the Sellers or their Affiliates unrelated to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, Business or violate any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer obligations of the business operations Sellers to any third party with respect to confidentiality if the Sellers shall have used commercially reasonable efforts to obtain the consent of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right such third party to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access inspection or disclosure would impose an unreasonable burden on Selleror (2) require any disclosure by the Sellers that could, or any employee as a result of Sellersuch disclosure, or would violate or prejudice have the rights effect of customers, jeopardize causing the waiver of any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyprivilege. (b) From and If this Agreement is terminated, the Purchaser, at its own expense, will promptly deliver (without retaining any copies) to the applicable Seller, or (at the Sellers' option) confirm in writing to the Sellers that it has completely destroyed, all information furnished to the Purchaser or its representatives by the Sellers or any of their agents, employees or representatives in connection with this Agreement, whether so obtained before or after the Closingexecution hereof, Seller shall keep and all analyses, compilations, forecasts, studies or other documents prepared by the Purchaser or its representatives that contain or reflect any such information. The Purchaser will cause any information so obtained to be kept confidential non-public and will not use, or permit the use of, such information in its possession (business or in any other than information which was manner or becomes available to Seller on a non-confidential basis from a source for any other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under purpose except as contemplated by this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure In addition to the extent such disclosure is required pursuant to legal process confidentiality arrangements contained herein, all information provided or obtained in connection with the transactions contemplated by this Agreement (including pursuant to clause (a) above) will be held by the assertion of Purchaser’s rights under this Purchaser in accordance with the Confidentiality Agreement between the Purchaser and the Parent dated September 3, 2004 (the "Confidentiality Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in "). In the event of any disclosure pursuant a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement will govern. (d) The Sellers and their Affiliates shall be entitled to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality specific performance of the non-public information disclosedforegoing provisions of this Section 5.3 and the provisions of the Confidentiality Agreement, including by cooperating with Seller in addition to obtain an appropriate protective order any other remedies that they may have at law or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedin equity.

Access and Confidentiality. (a) Until the earlier Closing Date, upon reasonable prior notice and subject to applicable Requirements of Law relating to the Closing Date and exchange of information, the date on which this Agreement is terminated pursuant to Article 10, Seller shall afford to Sellers will permit the Purchaser and its officers and authorized agents and representatives to have reasonable access, during regular business hours for purposes consistent with this Agreement (including reasonable access during normal business hours to the propertiesservicing reports, bookssystems and procedures of the Bank and BAR LLC), recordsto the personnel (including the Employees), contracts, documents, files properties and other information of or financial Books and Records relating to the Assets and Business, to the Assumed Liabilitiesextent that such access does not interfere with the business of the Sellers; provided, howeverthat the Purchaser and such representatives comply with the confidentiality obligations contained herein and in the Confidentiality Agreement; and provided, further that the foregoing shall not (i) require the Sellers to permit any inspection, or to disclose any information, that nothing herein shall afford Purchaser in their reasonable judgment would result in the right to review disclosure of any information trade secrets of third parties or trade secrets of the Sellers or their Affiliates unrelated to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, Business or violate any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer obligations of the business operations Sellers to any third party with respect to confidentiality if the Sellers shall have used commercially reasonable efforts to obtain the consent of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right such third party to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access inspection or disclosure would impose an unreasonable burden on Selleror (ii) require any disclosure by the Sellers that could, or any employee as a result of Sellersuch disclosure, or would violate or prejudice have the rights effect of customers, jeopardize causing the waiver of any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyprivilege. (b) From If this Agreement is terminated, the Purchaser, at its own expense, will promptly deliver (without retaining any copies) to the applicable Seller or (at the Sellers' option) confirm in writing to the Sellers that it has completely destroyed, all information furnished to the Purchaser or its representatives by the Sellers or any of their agents, employees or representatives in connection with this Agreement, whether so obtained before or after execution hereof, and after all analyses, compilations, forecasts, studies or other documents prepared by the ClosingPurchaser or its representatives that contain or reflect any such information. The Purchaser will cause any information so obtained to be kept confidential and will not use, Seller shall keep confidential non-public or permit the use of, such information in its possession (business or in any other than information which was manner or becomes available to Seller on a non-confidential basis from a source for any other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under purpose except as contemplated by this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure In addition to the extent such disclosure is required pursuant to legal process confidentiality arrangements contained herein, all information provided or obtained in connection with the transactions contemplated by this Agreement and by the Ancillary Agreements (including pursuant to clause (a) above) will be held by the assertion Purchaser in accordance with the Confidentiality Agreement, dated as of Purchaser’s rights under this August 31, 2005, between the Purchaser and the Parent (the "Confidentiality Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in "). In the event of any disclosure pursuant a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement will govern. (d) The Sellers and their Affiliates shall be entitled to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality specific performance of the non-public information disclosedforegoing provisions of this Section 5.3 and the provisions of the Confidentiality Agreement, including by cooperating with Seller in addition to obtain an appropriate protective order any other remedies that they may have at law or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedin equity.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this AgreementExcluded Assets. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities Liabilities, the Branch Employees and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effortBranches; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers Excluded Assets or any information relating to Seller’s other branches, facilities and operations not subject to this Agreementconfidential supervisory information. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.of

Access and Confidentiality. (a) Until Subject to paragraph (b) below, during the earlier of period commencing on the date hereof and ending on the Closing Date Date, (i) Parent shall provide, or cause to be provided to, Buyers and their respective representatives and Buyers' or Existing Sub's sources of financing and their respective representatives (A) such financial and operating data and other information as Buyers, the funding sources, or their respective representatives may from time to time reasonably request with respect to the Business, the Contributed Assets and the date on which transactions contemplated by this Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable (B) full access during normal business hours to the assets, properties, booksoffices, records, contracts, documents, files and other information facilities, Contributed Assets and Books and Records of Existing Sub and Parent, as Buyers or relating the funding sources may from time to time reasonably request; and (ii) Buyers, the funding sources, and their respective representatives shall be entitled to consult with the representatives, officers, Employees and accountants of Parent and Existing Sub with respect to the Assets and the Assumed Liabilities; provided, however, Business. Parent agrees that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held no investigation by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the AssetsBuyers, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller funding sources or their respective representatives shall furnish Purchaser with such additional financial and operating data and other information about its business operations at affect or limit the Branches as may be reasonably necessary for the orderly transfer scope of the business operations representations and warranties of the Branches and Parent or Existing Sub contained herein or in any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review Ancillary Document delivered pursuant hereto or limit liability for breach of any information relating to loans held by Seller not constituting Loans, including information regarding borrowers such representation or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applywarranty. (b) From and after the ClosingUnless otherwise required by law as advised by counsel to a party hereto, Seller parties hereto shall use all reasonable efforts to keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets fact that Buyers and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder Parent are having discussions with respect to the transactions contemplated hereby and any disclosure terms of such discussion. The parties hereto may disclose such information to their respective representatives and, in the extent case of Buyers, their sources of financing, and the parties hereto shall use all reasonable efforts to keep such information confidential. If any party determines that any such disclosure is required pursuant by law, the parties hereto shall make good faith efforts to legal process (including pursuant reach an agreement on the content and timing of any such disclosure. Failing such agreement, the party required by law to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or disclose may make such disclosures only to the extent such disclosure as is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information so required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until Between the earlier date of this Agreement and the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized officers, employees, agents and representatives reasonable full access during normal business hours to the properties, books, records, contracts, documents, files (including Loan files) and other information of or relating to the Assets Branches, the Assets, the Assumed Contracts and the Assumed LiabilitiesDeposits upon reasonable advance notice during normal business hours; provided, however, that nothing herein any inspection shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller be conducted in a manner that does not constituting Loans, including information regarding borrowers, unreasonably interfere with Seller's normal business operations or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreementits relations with its customers. Seller shall identify cause its personnel to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be reasonably available to Purchaser at reasonable times during normal business hours hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with Purchaser’s 's investigation of matters relating to the Branches, the Assets, the Assumed Liabilities Contracts, the Assumed Lease and transition matters. Such transition group will also work cooperatively the Assumed Deposits and to identify familiarize Purchaser with basic policies and resolve issues arising from any commingling operational procedures of Records with Seller’s records for its other branches, assets and operations not subject Seller relating to this Agreementthe Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyBranches. (b) From Subject to Section 12.4 hereof, each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence (unless disclosure to a bank regulatory authority is necessary in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process or, in the Closingwritten opinion of its counsel, Seller shall keep confidential by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange) all discussions and information related to the Branches (or, if required under a contract with a third party, concerning such third party) and, with respect to Purchaser, all non-public records, books, contracts, instruments, computer data, system requirements and other data and information in its possession (other than information which was collectively, "Information") furnished to it by Seller or becomes available Seller's representatives pursuant to Seller this Agreement (except to the extent that such Information can be shown to have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from other sources by the party to which it was furnished and such other source is not subject to a source confidentiality restriction with regard to such Information), and neither party shall release or disclose such Information to any other than Purchaser or any person, except, upon the same conditions of its Affiliates) relating to Purchaserconfidentiality, its Affiliatesauditors, the Branchesattorneys, the Assets financial advisors, bankers, other consultants and the Assumed Liabilities; providedadvisors and, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatoriespermitted above, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the ClosingThis Section shall not prohibit disclosure of Information required by applicable law to be disclosed, Purchaser but such additional disclosure shall keep confidential non-public information in its possession (other than information which was or becomes available be limited to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branchesthat actually required by law, the Assets and the Assumed Liabilities; provided, however party making disclosure shall give the other party as much notice as is practicable of such obligation (except where prohibited by applicable law) so that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate other party may seek a protective order or other reliable assurance that confidential similar or appropriate relief, and also shall undertake in good faith to have the Information disclosed treated confidentially by the party to whom the disclosure is made. (d) Notwithstanding any other express or implied agreement, arrangement or understanding to the contrary, Purchaser and Seller may disclose to any tax advisor (i) the tax treatment will be accorded the non-public information required to be disclosed.and tax structure of this Agreement;

Access and Confidentiality. (a) Until During the earlier Term of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10hereof and consistent with this Agreement, Seller shall afford provide, upon reasonable advance notice, Xxxxxxxx' employees and/or agents reasonably acceptable to Purchaser Seller continuing and its officers and authorized agents and representatives reasonable unrestricted access during normal business hours to the propertiesFacility, booksthe Site, recordsthe Interconnection Facilities (on terms consistent with the Interconnection Agreement) and all other appurtenant electrical equipment at all times and for any duration for the purpose of (i) verifying, contractsreviewing, documentsand/or monitoring the operation of the Facility, files the Interconnection Facilities and all other information appurtenant electrical equipment for the purpose of or relating to the Assets determining Seller's compliance with this Agreement; and the Assumed Liabilities; provided(ii) inspecting, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, examining and testing such equipment and facilities and operations not subject to as specifically authorized under this Agreement. Seller Xxxxxxxx' employees and/or agents shall identify be subject to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at all reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating rules applicable to the AssetsFacility and the Site with respect to such matters as safety, operations and confidentiality provided that such rules are applied in a nondiscriminatory manner. Xxxxxxxx' employees and/or agents shall conduct themselves so as to not hamper or impede the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyFacility's operations. (b) From and after the Closing, Seller shall keep confidential non-public The Parties agree that all information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaserthis Agreement, its Affiliates, the Branches, the Assets and the Assumed Liabilities; providedadministration or performance hereof by the Parties, howeverincluding, that but not limited to, any information and records provided to Xxxxxxxx by Seller under this Section 26.1: (i) shall not be liable hereunder with respect to used for any disclosure to the extent such disclosure is required purposes other than as contemplated by this Agreement and shall be kept confidential pursuant to legal process and in accordance with the Confidentiality Agreement attached hereto as Appendix 2; and (including pursuant to ii) except as provided in the assertion of Confidentiality Agreement, shall neither be removed from Seller’s rights under this Agreement) (by interrogatories's premises nor be duplicated, subpoena, civil investigative demand or similar process), regulatory process or requestelectronically recorded, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that recreated in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosedother manner without Seller's prior written consent, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser consent shall not be liable hereunder with respect unreasonably withheld or delayed, and shall not be released to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatoriesthird parties, subpoenaother than Xxxxxxxx' Affiliates, civil investigative demand without Seller's prior written consent, which consent shall not be unreasonably withheld or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be discloseddelayed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford . Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “"transition group” " who will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s 's investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this AgreementLiabilities. Seller shall furnish Purchaser with such additional financial and operating data and cause other information about its business operations at the Branches as may personnel to be reasonably necessary available during normal business hours, to an extent not disruptive of ongoing operations, for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreementsame purposes. Any investigation pursuant to this Section 7.2(a) 7.2 shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of the Seller’s 's business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the ClosingEACH PARTY TO THIS AGREEMENT SHALL HOLD, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to PurchaserAND SHALL CAUSE ITS RESPECTIVE DIRECTORS, its AffiliatesOFFICERS, the BranchesEMPLOYEES, the Assets and the Assumed Liabilities; providedAGENTS, howeverCONSULTANTS AND ADVISORS TO HOLD, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatoriesIN STRICT CONFIDENCE, subpoenaUNLESS DISCLOSURE TO A BANK REGULATORY AUTHORITY IS NECESSARY OR DESIRABLE IN CONNECTION WITH ANY REGULATORY APPROVAL OR UNLESS COMPELLED TO DISCLOSE BY JUDICIAL OR ADMINISTRATIVE PROCESS OR, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.IN THE WRITTEN OPINION OF

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford . Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “"transition group” " who will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business hours operating hours) to provide information and assistance in connection with Purchaser’s 's investigation of matters relating to the Assets, the Assumed Liabilities Assets and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this AgreementLiabilities. Seller shall furnish Purchaser with such additional financial and operating data and cause other information about its business operations at the Branches as may personnel to be reasonably necessary available during normal business hours, to an extent not disruptive of ongoing operations, for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreementsame purposes. Any investigation pursuant to this Section 7.2(a) 7.2 shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of the Seller’s 's business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.The (b) From and after the ClosingEACH PARTY TO THIS AGREEMENT SHALL HOLD, Seller shall keep confidential nonAND SHALL CAUSE ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS AND ADVISORS TO HOLD, IN STRICT CONFIDENCE, UNLESS DISCLOSURE TO A BANK REGULATORY AUTHORITY IS NECESSARY OR DESIRABLE IN CONNECTION WITH ANY REGULATORY APPROVAL OR UNLESS COMPELLED TO DISCLOSE BY JUDICIAL OR ADMINISTRATIVE PROCESS OR, IN THE WRITTEN OPINION OF ITS COUNSEL, BY OTHER REQUIREMENTS OF LAW OR THE APPLICABLE REQUIREMENTS OF ANY REGULATORY AGENCY OR RELEVANT STOCK EXCHANGE, ALL NON-public information in its possession PUBLIC RECORDS, BOOKS, CONTRACTS, INSTRUMENTS, COMPUTER DATA AND OTHER DATA AND INFORMATION (other than information which was or becomes available to Seller on a nonCOLLECTIVELY, "INFORMATION") CONCERNING THE OTHER PARTY (OR, IF REQUIRED UNDER A CONTRACT WITH A THIRD PARTY, SUCH THIRD PARTY) FURNISHED IT BY SUCH OTHER PARTY OR ITS REPRESENTATIVES PURSUANT TO THIS AGREEMENT (EXCEPT TO THE EXTENT THAT SUCH INFORMATION CAN BE SHOWN TO HAVE BEEN (i) PREVIOUSLY KNOWN BY SUCH PARTY ON A NON-confidential basis from a source other than Purchaser or any of its AffiliatesCONFIDENTIAL BASIS, (ii) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process IN THE PUBLIC DOMAIN THROUGH NO FAULT OF SUCH PARTY OR (including pursuant to the assertion of Seller’s rights under this Agreementiii) (by interrogatories, subpoena, civil investigative demand or similar processLATER LAWFULLY ACQUIRED FROM OTHER SOURCES BY THE PARTY TO WHICH IT WAS FURNISHED), regulatory process or requestAND NEITHER PARTY SHALL RELEASE OR DISCLOSE SUCH INFORMATION TO ANY OTHER PERSON, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosedEXCEPT ITS AUDITORS, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedATTORNEYS, FINANCIAL ADVISORS, BANKERS, OTHER CONSULTANTS AND ADVISORS AND, TO THE EXTENT PERMITTED ABOVE, TO BANK REGULATORY AUTHORITIES. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until From the date hereof until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or the Transferred Activities relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Purchased Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this AgreementUnit Employees. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of the Transferred Activities or Seller’s business's other businesses. Notwithstanding the foregoing, Seller shall not be A/75499905.9 30 required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From Purchaser shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, except to the Closing, Seller shall keep confidential extent necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose by judicial or administrative process all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, “Information”) concerning the Transferred Activities or the other businesses of Seller and its possession Affiliates (other than or, if required under a contract with a third party, such third party) furnished to Purchaser by Seller, its Affiliates or their respective representatives pursuant to this Agreement (except to the extent that such information which was or becomes available can be shown to Seller have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from a source other than sources by the party to which it was furnished), and Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect release or disclose such Information to any other person, except its auditors and attorneys (after informing the foregoing of the confidential nature of the Information released or disclosed thereto, and on the understanding that Purchaser shall be responsible for any release or disclosure of such Information by such auditors or attorneys that would violate this Agreement if Purchaser made such release or disclosure) and to any Regulatory Authority to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that the Regulatory Approval (and after taking all steps necessary to secure confidential treatment will be accorded the non-public information required to be disclosedfor such information). (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this AgreementExcluded Assets. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effortBranches; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this AgreementExcluded Assets. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and and, to the extent permitted, disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (ba) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public nonpublic information required to be disclosed. (cb) From and after the Closing, Purchaser shall keep confidential non-public nonpublic information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier Closing, Seller, upon reasonable prior notice and subject to applicable laws relating to the exchange of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10information, Seller shall afford to will (i) permit Purchaser and its officers and authorized agents and representatives to have reasonable access during normal regular business hours for purposes consistent with this Agreement, (ii) furnish Purchaser and its authorized representatives with copies of all Transferred ATM Management Agreements, Transferred Vendor Contracts, Customer Documentation, books and records, and other existing documents and data as Purchaser may reasonably request and in Seller’s possession, (iii) furnish Purchaser and its authorized representatives with such additional financial, operating and other relevant data and information regarding the Transferred Assets as Purchaser may reasonably request and in Seller’s possession; and (iv) otherwise cooperate and assist, to the properties, books, records, contracts, documents, files extent reasonably requested by Purchaser in its investigation of the Transferred Assets and other information of or relating to the Assets and extent that such access does not materially interfere with the Assumed Liabilitiesbusiness of Seller or its Affiliates; provided, howeverthat Purchaser and such representatives shall comply with the confidentiality obligations contained herein; and provided, further, that nothing herein the foregoing shall afford Purchaser not (1) require Seller to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the right to review disclosure of any information trade secrets of third parties or trade secrets of Seller or its Affiliates unrelated to the extent relating solely Transferred Assets or violate any obligations of Seller to loans held any third party with respect to confidentiality or (2) require any disclosure by Seller not constituting Loansthat could, including information regarding borrowersas a result of such disclosure, or any information to have the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after effect of causing the date hereof, a group waiver of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene (3) may trigger required disclosure by Seller or its Affiliates under any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyapplicable securities laws. (b) From and after the Closingdate hereof, upon reasonable notice to Seller, Seller shall keep confidential non-public information in will, and will cause its possession (other than information which was or becomes available Affiliates to, give Purchaser’s representatives reasonable access to all of the assets, properties, books, records, agreements and commitments of Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, and Seller’s Affiliates concerning the Branches, Business and the Transferred Assets and to Seller’s and Seller’s Affiliates’ employees, independent auditors (and the Assumed Liabilities; providedaudit work paper of such auditors) and representatives to answer inquiries of Purchaser regarding the Business and the Transferred Assets, howeverin accordance with this Section 5.3, that in connection with the preparation of any financial statements, for any period whether before or after the Closing Date, for the Business and the Transferred Assets. Seller shall not be liable hereunder use its commercially reasonable efforts to provide Purchaser’s representatives with respect to any disclosure access to the extent books, records and employees of the predecessor of the Business, including by invoking any rights it may have under any agreement entered into in connection with the acquisition of the Business from such disclosure is required pursuant to legal process (including pursuant to predecessor, for the assertion purposes set forth herein. Purchaser acknowledges that certain of Seller’s rights under this Agreement) (by interrogatoriesbook and records may be incomplete or inaccessible and certain of Seller’s former employees may be inaccessible, subpoenain each case, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality as a result of the non-public information disclosedtransfer of a portion of the Business from Portland, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedOregon. (c) From and after If this Agreement is terminated, each party hereto, at its own expense, will promptly deliver to the Closingother party (without retaining any copies), Purchaser shall keep confidential non-public information or (at the other party’s option) certify in writing to the other party that it has completely destroyed, all Confidential Information furnished to such party or its possession (representatives by the other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller party or any of its Affiliatesagents, employees or representatives in connection with this Agreement, whether so obtained before or after the execution hereof, and all analyses, compilations, forecasts, studies or other documents prepared by such party or its representatives that contain or reflect any such information. Each party hereto will cause any Confidential Information so obtained to be kept confidential and will not use, or permit the use of, such information in its business or in any other manner or for any other purpose except as contemplated by this Agreement. (d) relating For the purposes of this Agreement, “Confidential Information” shall mean all proprietary information supplied by Seller to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however Purchaser or by Purchaser to Seller. The parties agree that Purchaser Confidential Information shall not be liable hereunder with respect include the following: (i) information that is already known to the receiving party at the time it is obtained from the providing party; (ii) information that is or becomes publicly known through no wrongful act of the receiving party; (iii) information that is rightfully received by the receiving party from a third party without restriction and without breach of this Agreement; or (iv) information that is independently developed by the receiving party without any confidential information of the other party. The party receiving the Confidential Information shall keep, and shall require its employees, agents, representatives and consultants who are given access to Confidential Information to regard and preserve, all such information in trust and confidence and not disclose any Confidential Information to any disclosure third party or use Confidential Information for any purpose, except (i) as expressly permitted in writing by the providing party, (ii) to perform and consummate the transactions contemplated by this Agreement, or (iii) as required by law, rule or regulation including any applicable stock exchange listing agreement or similar arrangement or obligation. Disclosure of Confidential Information to the extent employees, agents, representatives or consultants of the party receiving such disclosure is required pursuant information, or to legal process (including pursuant to the assertion of Purchaser’s rights any other party permitted under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of shall be on a need-to-know basis only. The receiving party shall bear responsibility for any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality breach of the non-public information disclosed, including obligations in this Section 5.3 by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedits representatives.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (d) Within forty-five (45) days after the date of this Agreement, Purchaser may, at its sole cost and expense, undertake such physical inspections and examinations of the Owned Real Property, including such inspections of the buildings thereon, as Purchaser reasonably deems necessary or appropriate, which shall be conducted in a manner and at times so as to not disturb Seller’s business operations thereat. The cost of any such inspections and examinations shall solely be the responsibility of Purchaser. Notwithstanding the foregoing, Purchaser shall not conduct any invasive testing or Phase II Environmental Site Assessment on any Owned Real Properties, without the prior written consent of Seller (which consent will not unreasonably be withheld or delayed) and coordinating the scope of such work with Seller or Seller’s consultants, as applicable. If reasonably necessary for proper conduct and completion of on-site sampling for a Phase II Environmental Site Assessment, this time period shall be subject to reasonable extensions, not to exceed forty-five (45) calendar days following the expiration of the initial forty-five (45) calendar day period. Purchaser shall maintain liability insurance and shall indemnify Seller for any and all Losses incurred by Seller, any of its Affiliates and/or third parties while Purchaser and its agents are performing any inspections under this Section 7.2(d). In the event of any damage to any of the Owned Real Property, Seller shall be entitled to require Purchaser to engage workmen reasonably acceptable to Seller to restore any such damage to the same condition as the Owned Real Property were in prior to the inspection. If, during the course of inspections and examinations permitted by this Section 7.2(d), Purchaser uncovers a matter with respect to a parcel of Owned Real Property (which matter is attested to by an independent third party expert) that constitutes a Material Defect, Purchaser shall give Seller written notice as soon as possible (and in any event within five (5) calendar days from discovery of such Material Defect; provided that such notice must be given no later than the expiration of the forty-five (45) calendar day period, or the additional forty-five (45) calendar day period if subject to an extension for testing as described in this Section 7.2(d)) describing, in reasonable detail, the facts or conditions constituting such Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Seller does not elect to cure any such Material Defect or is unable to cure such Material Defect to Purchaser’s reasonable satisfaction at least ten (10) calendar days prior to the Closing, and Purchaser does not elect to waive such Material Defect, Seller shall be responsible for the reasonable costs and expenses Purchaser may incur to repair and remediate the Material Defect with respect to such Owned Real Property, solely to the extent such costs and expenses are in excess of the amount set forth in Schedule 1.1(a) of the Seller Disclosure Schedule in the case of each affected Owned Real Property.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.. 45 (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (d) Within forty-five (45) days after the date of this Agreement, Purchaser may, at its sole cost and expense, undertake such physical inspections and examinations of the Owned Real Property, including such inspections of the buildings thereon, as Purchaser reasonably deems necessary or appropriate, which shall be conducted in a manner and at times so as to not disturb Seller’s business operations thereat. The cost of any such inspections and examinations shall solely be the responsibility of Purchaser. Notwithstanding the foregoing, Purchaser shall not conduct any invasive testing or Phase II Environmental Site Assessment on any Owned Real Properties, without the prior written consent of Seller (which consent will not unreasonably be withheld or delayed) and coordinating the scope of such work with Seller or Seller’s consultants, as applicable. If reasonably necessary for proper conduct and completion of on-site sampling for a Phase II Environmental Site Assessment, this time period shall be subject to reasonable extensions, not to exceed forty-five (45) calendar days following the expiration of the initial forty-five (45) calendar day period. Purchaser shall maintain liability insurance and shall indemnify Seller for any and all Losses incurred by Seller, any of its Affiliates and/or third parties while Purchaser and its agents are performing any inspections under this Section 7.2(d). In the event of any damage to any of the Owned Real Property, Seller shall be entitled to require Purchaser to engage workmen reasonably acceptable to Seller to restore any such damage to the same condition as the Owned Real Property were in prior to the inspection. If, during the course of inspections and examinations permitted by this Section 7.2(d), Purchaser uncovers a matter with respect to a parcel of Owned Real Property (which matter is attested to by an independent third party expert) that constitutes a Material Defect, Purchaser shall give Seller written notice as soon as possible (and in any event within five (5) calendar days from discovery of such Material Defect; provided that such notice must be given no later than the expiration of the forty-five (45) calendar day period, or the additional forty-five (45) calendar day period if subject to an extension for testing as described in this Section 7.2(d)) describing, in reasonable detail, the facts or conditions constituting such Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Seller does not elect to cure any such Material Defect or is unable to cure such Material Defect to Purchaser’s reasonable satisfaction at least ten (10) calendar days prior to the Closing, and Purchaser does not elect to waive such Material Defect, Seller shall be responsible for the reasonable costs and expenses Purchaser may incur to repair and remediate the Material Defect with respect to such Owned Real Property, solely to the extent such costs and expenses are in excess of the amount set forth in Schedule 1.1(c) of the Seller Disclosure Schedule in the case of each affected Owned Real Property.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this AgreementExcluded Assets. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “"transition group” " who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s 's investigation of matters relating to the Assets, the Assumed Liabilities Liabilities, the Branch Employees and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s 's records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effortBranches; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers Excluded Assets or any information relating to Seller’s other branches, facilities and operations not subject to this Agreementconfidential supervisory information. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s 's business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Branch Employees, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s 's rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Branch Employees (with respect to their employment with Purchaser following the applicable Transfer Date), the Assets and the Assumed Liabilities; provided, however however, that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s 's rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets Assets, the Assumed Liabilities and the Assumed LiabilitiesBranch Employees; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting LoansSeller, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effortBranches; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting LoansSeller, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts reasonable best efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches Branches, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until Between the earlier date of this Agreement and the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized officers, employees, agents and representatives reasonable full access during normal business hours to the properties, books, records, contracts, documents, files (including Records) and other information of or relating to the Assets Branches, the Assets, the Assumed Contracts and the Assumed LiabilitiesDeposits upon reasonable advance notice during normal business hours; provided, however, that nothing herein any inspection shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller be conducted in a manner that does not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to unreasonably interfere with Seller’s other branches, facilities and normal business operations not subject to this Agreementor its relations with its customers. Seller shall identify cause its personnel to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be reasonably available to Purchaser at reasonable times during normal business hours hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Branches, the Assets, the Assumed Liabilities Contracts and transition matters. Such transition group will also work cooperatively the Assumed Deposits and to identify familiarize Purchaser with basic policies and resolve issues arising from any commingling operational procedures of Records with Seller’s records for its other branches, assets and operations not subject Seller relating to this Agreementthe Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Owned Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyOwned Branches. (b) From Subject to Section 12.4 hereof, each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence (unless disclosure to a bank regulatory authority is necessary in connection with any Regulatory Approval or unless 15 Exhibit 2.1 compelled to disclose by judicial or administrative process or, in the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any written opinion of its Affiliatescounsel, by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange) relating all discussions and information related to the Branches (or, if required under a contract with a third party, concerning such third party) and, with respect to Purchaser, its Affiliatesall non‑public personal information of any consumer or customer of Seller, the Branchesrecords, the Assets books, contracts, instruments, computer data, system requirements and the Assumed Liabilities; providedother data and information (collectively, however, that “Confidential Information”) furnished to it by Seller shall not be liable hereunder with respect or Seller’s representatives pursuant to any disclosure this Agreement (except to the extent that such disclosure Confidential Information can be shown to have been (i) previously known by such party on a non‑confidential basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from other sources by the party to which it was furnished and such other source is required pursuant not subject to legal process (including pursuant a confidentiality restriction with regard to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar processsuch Confidential Information), regulatory process and neither party shall release or requestdisclose such Confidential Information to any other person, or except, upon the same conditions of confidentiality, its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or permitted above, bank regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the ClosingThis Section shall not prohibit disclosure of Confidential Information required by applicable law to be disclosed, Purchaser but such additional disclosure shall keep confidential non-public information in its possession (other than information which was or becomes available be limited to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branchesthat actually required by law, the Assets and the Assumed Liabilities; provided, however party making disclosure shall give the other party as much notice as is practicable of such obligation (except where prohibited by applicable law) so that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate other party may seek a protective order or other reliable assurance similar or appropriate relief, and also shall undertake in good faith to have the Confidential Information disclosed treated confidentially by the party to whom the disclosure is made. (d) Notwithstanding any other express or implied agreement, arrangement or understanding to the contrary, Purchaser and Seller may disclose to any applicable taxing authorities any fact that confidential may be relevant to understanding the tax treatment will be accorded and the non-public information required to be disclosedtax structure of this Agreement.

Access and Confidentiality. (a) Until Between the earlier date of this Agreement and the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, Seller shall afford to Purchaser and its officers and authorized officers, employees, agents and representatives reasonable full access during normal business hours to the properties, books, records, contracts, documents, files (including Records and Loan Documents) and other information of or relating to the Branches, the Assets and the Assumed LiabilitiesLiabilities upon reasonable advance notice during normal business hours; provided, however, that nothing herein any inspection shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller be conducted in a manner that does not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to unreasonably interfere with Seller’s other branches, facilities and normal business operations not subject to this Agreementor its relations with its customers. Seller shall identify cause its personnel to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be reasonably available to Purchaser at reasonable times during normal business hours hours, to an extent not disruptive of ongoing operations, to provide information and assistance in connection with Purchaser’s investigation of matters relating to the AssetsBranches, the Assumed Assets and the Liabilities and transition matters. Such transition group will also work cooperatively to identify familiarize Purchaser with basic policies and resolve issues arising from any commingling operational procedures of Records with Seller’s records for its other branches, assets and operations not subject Seller relating to this Agreementthe Branches. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches. Seller shall allow Purchaser access to the Branches during normal business hours upon execution of the Agreement for the purposes of inspecting and any mutually agreeable cooperative customer retention effortinstalling communication equipment and cabling, at Purchaser’s sole expense; provided, howeverthat such installation may only occur within ten (10) days prior the Closing Date; provided, further, that nothing herein no such inspection or installation shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to be conducted unless Seller’s other branchesinformation technology personnel are present at the time of such inspection or installation. In the event that the transactions contemplated by this Agreement are not consummated for any reason, facilities and operations not subject to this Agreement. Any investigation Purchaser shall be responsible, at its sole expense, for the removal of any signage, equipment or cabling installed pursuant to this Section 7.2(a6.2(a) shall be conducted in and for the repair of any damage done by such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to installation or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyremoval. (b) From Subject to Section 11.4, each party to this Agreement shall hold, and after shall cause its respective Affiliates and its Affiliates’ directors, officers, employees, agents, consultants and advisors to hold, in strict confidence (unless disclosure to a bank regulatory authority is necessary in connection with any Regulatory Approval or unless compelled to disclose by judicial or administrative process) all discussions and information related to the ClosingBranches (or, Seller shall keep confidential if required under a contract with a third party, concerning such third party) and, with respect to Purchaser, all non-public personal information in its possession of any consumer or customer of Seller, records, books, contracts, instruments, computer data, system requirements and other data and information (other than information which was collectively, “Confidential Information”) furnished to it by Seller or becomes available Seller’s representatives pursuant to Seller this Agreement (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 basis; (ii) in the public domain through no fault of such party; or (iii) later lawfully acquired from other sources by the party to which it was furnished and such other source is not, to the knowledge, after reasonable inquiry, of the party for which the Confidential Information was furnished, subject to a source confidentiality restriction with regard to such Confidential Information), and neither party shall release or disclose such Confidential Information to any other than Purchaser or any person, except, upon the same conditions of its Affiliates) relating to Purchaserconfidentiality, its Affiliatesauditors, the Branchesattorneys, the Assets financial advisors, bankers, other consultants and the Assumed Liabilities; providedadvisors and, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatoriespermitted above, subpoena, civil investigative demand or similar process), bank regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedauthorities. (c) From and after the ClosingThis Section 6.2 shall not prohibit disclosure of Confidential Information required by applicable Law to be disclosed, Purchaser but such additional disclosure shall keep confidential non-public information in its possession (other than information which was or becomes available be limited to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branchesthat actually required by Law, the Assets and the Assumed Liabilities; provided, however that Purchaser party making disclosure shall not be liable hereunder with respect to any disclosure to give the extent other party as much notice as is practicable of such disclosure is required pursuant to legal process obligation (including pursuant to except where prohibited by applicable Law) so that the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate other party may seek a protective order or other reliable assurance similar or appropriate relief, and also shall undertake in good faith to have the Confidential Information disclosed treated confidentially by the party to whom the disclosure is made. (d) Notwithstanding any other express or implied agreement, arrangement or understanding to the contrary, Purchaser and Seller may disclose to any applicable taxing authorities any fact that confidential may be relevant to understanding the tax treatment will and the tax structure of this Agreement. (e) No investigation by Purchaser or its representatives pursuant to this Section 6.2 shall affect or be accorded deemed to modify any of the non-public information required to be disclosedrepresentations, warranties, covenants, or agreements of the parties set forth in this Agreement.

Access and Confidentiality. (a) Until Throughout the earlier of period prior to the Closing Date and the date on which this Agreement is terminated pursuant to Article 10Date, upon reasonable notice Seller shall afford to Purchaser and its officers officers, employees, counsel, accountants and other authorized agents and representatives reasonable access during normal business hours and at such other times as reasonably requested to the propertiesproperties (including the Branch), books, records, contracts, documents, files (including Loan Documents) and other information of or relating to the Assets and Liabilities and employees of the Assumed Liabilities; provided, however, that nothing herein shall afford Branch. Purchaser the right to review any information and Seller each will identify to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaserother, within fifteen ten (1510) calendar days after the date hereof, a selected group of its their respective salaried personnel (with the necessary expertise and experience to assist Purchaserthe other party) that shall constitute a “transition group” who will be available to Purchaser Seller and Purchaser, respectively, at reasonable times during (limited to normal business operating hours and such additional time as may be reasonably necessary to complete the P&A Transaction) to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Assets and Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records Seller’s records with respect to the Branch with Seller’s records for its other branches, assets branches and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches Branch, the Assets and Liabilities as may be reasonably necessary for confirmation of the Assets and Liabilities and for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this AgreementBranch. Any investigation pursuant to this Section 7.2(a) 7.2 shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, Seller or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser The parties hereto shall use Commercially Reasonable Efforts reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From Each party to this Agreement shall hold, and after shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, except to the Closingextent necessary to discharge obligations pursuant to Section 7.3 or unless compelled to disclose by judicial or administrative process or, Seller shall keep confidential based on the advice of its counsel, by other requirements of law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information in (collectively, “Information”) concerning the other party (or, if required under a contract with a third party, such third party) furnished to it by such other party or its possession representatives pursuant to this Agreement (other than except to the extent that such information which was or becomes available can be shown to Seller have been (i) previously known by such party on a non-confidential basis basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired from a source other than Purchaser sources by the party to which it was furnished), and neither party shall release or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect disclose such Information to any disclosure to other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and any Regulatory Authority or otherwise expressly contemplated herein in connection with the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosedP&A Transaction. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets Assets, the Assumed Liabilities and the Assumed LiabilitiesBranch Employees; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting LoansSeller, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and for purposes of enabling Purchaser to comply with its securities law disclosure obligations, and Purchaser shall be responsible for any mutually agreeable cooperative customer retention effortdocumented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that Seller shall, when commercially reasonable, utilize its internal resources; and provided, further, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting LoansSeller, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to interfere unreasonably interfere with the conduct of Seller’s business. Without limiting the generality of the foregoing, Purchaser may meet with Branch Employees, as well as with any regional directors who have responsibility for the Branches and Facilities, promptly following execution of this Agreement and through the Closing to discuss employment retention and other employment related matters at mutually agreeable times and so long as such meetings do not interfere unreasonably with the conduct of Seller’s business and Seller is provided advance notice of such meetings and is permitted to have one or more representative(s) of Seller attend such meetings. Furthermore, Seller will use commercially reasonable efforts to cooperate with Purchaser and will make available at Purchaser’s reasonable request during the period from the date of this Agreement until the Closing Date, during business hours and without unreasonably interfering with the operations of Seller, Seller’s experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in Section 4.1. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, Seller or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize or would, based on the advice of outside counsel, result in the loss of any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Seller shall permit Purchaser, at Purchaser’s expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at each Branch and Facility at any time prior to the Closing Date; provided, however, that Purchaser shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit.” Prior to performing any “phase II environmental audits,” Purchaser will provide Seller with a copy of its proposed work plan and Purchaser will cooperate in good faith with Seller to address any comments or suggestions made by Seller regarding the work plan. Purchaser and its environmental consultant shall conduct all environmental assessments pursuant to this Section 7.2(b) at mutually agreeable times and so as to or minimize interference with Seller’s operation of its business. Purchaser shall be required to restore each Owned Real Property to its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up required to restore each Owned Real Property to its pre-assessment condition, shall be borne solely by Purchaser. (c) From and after the Closingdate of this Agreement, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Facilities, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (cd) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Facilities, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.