Common use of Access and Information Clause in Contracts

Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated Subsidiaries to) afford to the Company’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Associated Board of Director minutes which discuss this Merger). After the date of this Agreement and prior to the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company (i) a copy of each Associated Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report filed by it or received by it (except to the extent an SEC Report filed by it is available on XXXXX); and (iii) all other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries as the Company may reasonably request. (b) Any information provided to the Company by Associated, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by the Company in any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereof.

Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law, Law and upon reasonable notice and without unreasonable disruption to the business carried on by Associated the Company or any of the Associated Company Subsidiaries, Associated the Company shall (and shall cause the Associated Company Subsidiaries to) afford to the CompanyAssociated’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Associated Company Board of Director minutes which discuss this Mergeror any other merger proposals or Competing Transactions). After the date of this Agreement and prior Prior to the Effective Time, upon reasonable notice, Associated the Company shall (and shall cause the Associated Company Subsidiaries to) furnish promptly to the Company Associated (i) a copy of each Associated Company Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated Company SEC Report filed by it or received by it after the date of this Agreement (except to the extent an SEC Report filed by it is available on XXXXX); and (iii) all other information concerning the business, properties, and personnel monthly consolidated financial statements of Associated or Associated Subsidiaries as the Company may reasonably requestand the Company Subsidiaries, including a balance sheet, income statement, statement of stockholders’ equity and statement of cash flows, which shall be prepared consistent with past practice (to the extent applicable) and shall be prepared in accordance with the Company’s normal accounting procedures on a consistent basis throughout the periods involved. (b) Any information provided to Associated by the Company by Associatedor any of the Company Subsidiaries, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of the Company Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by the Company Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company Associated agrees to promptly return all information and documents that it has obtained from Associated the Company in connection herewith without retaining a copy thereof.

Access and Information. (a) Prior to the Effective TimeUpon reasonable notice, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated MSB shall (and shall cause the Associated MSB’s Subsidiaries to) afford to the Company’s officersMCBF and its representatives (including, employeeswithout limitation, accountantsdirectors, legal officers and employees of MCBF and its affiliates and counsel, accountants and other representatives access, professionals retained by MCBF) such reasonable access during normal business hours, to all its properties, books, contracts, commitments, and records (other than hours throughout the portion of Associated Board of Director minutes which discuss this Merger). After the date of this Agreement and period prior to the Effective TimeTime to the books, upon records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, Associated MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the Associated period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to) furnish , promptly to the Company provide MCBF with (i) a copy of each Associated Bank Report report, schedule, registration statement and other document filed or received by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal the Securities Act or state securities lawsthe Exchange Act, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report report filed by it with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or received by it operations furnished to its Board of Directors, (except iv) a copy of each press release made available to the extent an SEC Report filed by it is available on XXXXX); public and (iiiv) all other information concerning the its business, properties, properties and personnel of Associated or Associated Subsidiaries as the Company MCBF may reasonably request. (b) Any information provided . Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to the Company by Associated, whether prior provide access to or subsequent to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement, shall be kept confidential by . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the representatives restrictions of the Company previous sentence apply. (c) Each of MCBF and shall be used by them only in connection with MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Agreement and Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated hereby) except by this Agreement. Subject to the extent requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) it was already known to such representatives when receivedit or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it hereafter becomes lawfully obtainable or an affiliate of it from other sourcessources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, or (iii) it is required to be disclosed by with the Company in any document required to be filed with any government authority prior written approval of the other party or agency, which disclosure shall be treated by (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the Company agrees conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to promptly return all information those used by MCBF and documents that it has obtained from Associated in connection herewith without retaining a copy thereofits Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Prior Subject to and in accordance with the terms of those certain letters dated July 24, 1995 and July 28, 1995 between BarCo and the Company (the "Confidentiality Agreement"), relating to the exchange of information between the parties and certain other matters, the Company has previously afforded (and will afford prior to the termination of this Agreement) to BarCo and to BarCo's accountants, counsel and other representatives full access in a reasonable manner throughout the period prior to the Effective Time, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated Subsidiaries to) afford to the Company’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, Time to all of its properties, books, contracts, commitmentscommitments and records, and records (other than the portion of Associated Board of Director minutes which discuss this Merger). After the date of this Agreement and prior to the Effective Time, upon reasonable notice, Associated shall has furnished (and shall cause the Associated Subsidiaries towill furnish) furnish promptly to the Company (i) a copy of each Associated Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement BarCo and prior to the Effective Time pursuant to the requirements of federal or state securities lawsBarCo's accountants, the BHCA, any counsel and other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report filed by it or received by it (except to the extent an SEC Report filed by it is available on XXXXX); and (iii) representatives all other information concerning the its business, propertiesproperties and personnel, including certain proprietary and personnel confidential information of Associated the disclosing party, as BarCo has requested (or Associated Subsidiaries as the Company may reasonably request). The Company shall furnish BarCo with drafts of any proposed filings with the Commission as the same are distributed internally within the Company as well as copies of such reports and documents concurrently upon their filing with the Commission. (b) Any furnishing of information pursuant hereto or any investigation by either party shall not affect that party's right to rely on the representations and warranties made by the other party in this Agreement. Except as otherwise provided by law, BarCo, the Company and Sub each agrees to maintain all information received pursuant to the Company by Associated, whether prior to or subsequent to the date terms of this Agreement, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated herebyConfidentiality Agreement in accordance with the terms and conditions of the Confidentiality Agreement. (c) except In the event that between the date hereof and the Effective Date any federal, state, local or foreign governmental authority shall commence any examination, review, investigation, action, suit or proceeding against the Company or BarCo with respect to the extent that (i) it was already known Merger, the party as to which such examination, review, investigation, action, suit or proceeding is commenced shall give prompt notice thereof to the other party, shall keep the other party informed as to the status thereof and have access to and be consulted in connection with any document filed or provided to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by the Company in any document required to be filed with any government governmental authority or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofwith such examination, review, investigation, action, suit or proceeding.

Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated Subsidiaries to) afford to the Company’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Associated Board of Director minutes which discuss this Merger). After Between the date of this Agreement and prior to the Effective Time, upon reasonable noticethe Company will give, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) a copy of each Associated Bank Report filed by it (such financial and operating data and other information with respect to the extent permitted by Law) after business and properties of the date of this Agreement Company and prior its subsidiaries as Purchaser may from time to the Effective Time pursuant to the requirements of federal or state securities lawstime reasonably request, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; and (ii) a copy of each Associated SEC Report material report, schedule and other document filed by it or received by it (except the Company pursuant to the extent an SEC Report filed by it requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer following satisfaction of the Minimum Condition, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company’s Chief Executive Officer or Chief Financial Officer and subject to such conditions as are reasonable in the circumstances, (i) contact any employee of the Company directly, provided that such contact is available on XXXXX); for informational purposes only and does not unreasonably interfere with such employee’s ongoing responsibilities to the Company, and (iiiii) all other information concerning have access to the businessCompany’s offices and facilities; and, propertiesfollowing the time of first acceptance of Shares for payment under the Offer, and personnel Purchaser shall not be restricted in any manner in contacting employees of Associated or Associated Subsidiaries as the Company may reasonably requestor in accessing the Company’s offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub’s ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) Any information provided The Chief Financial Officer of the Company shall deliver to the Company by Associated, whether Purchaser immediately before the close of business on the day which is six (6) business days prior to or subsequent to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall be kept confidential by inform Purchaser orally and in writing as to the representatives then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e), (f), (g), (h), (i) and (1) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall be used by them only in connection with have delivered to the Purchaser a copy of duly adopted resolutions of the Company’s Board of Directors approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby (including the Shareholders Agreement and the Stock Option Agreement) and, in each case, the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when receivedthereby, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed certified by the Company in any document required to be filed with any government authority or agency, which disclosure shall be treated by Secretary of the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofCompany.

Access and Information. (a) Prior During the period between the Contract Date and the Closing Date, Purchaser shall be entitled, through its employees and representatives and at its own expense, to make such examination of the Effective TimeBooks and Records as Purchaser may reasonably request. Any investigation, in a manner consistent with applicable Law, examination or interview by Purchaser of employees of any of Seller and its Affiliates or access pursuant to any of the provisions of this Section 5.2 shall be conducted or occur at reasonable times during normal business hours and upon reasonable prior notice to Seller; provided, however, that such actions by Purchaser shall not unreasonably interfere with the normal operation of the Business. Notwithstanding any other provisions of this Section 5.2, Purchaser and without unreasonable disruption Seller shall cooperate in implementing the provisions of this Section 5.2 so as not to prevent or interfere with Parent’s and Seller’s compliance with Section 5.1 hereof. (b) Following the business carried on by Associated or the Associated SubsidiariesClosing Date, Associated shall (each of Parent and Seller shall, and shall cause the Associated Subsidiaries its Affiliates to: (i) afford to the Company’s officersallow Purchaser, employees, accountants, legal counsel, upon reasonable prior notice and other representatives access, during normal business hours, through its employees and representatives, the right, at Purchaser’s expense, to all examine and make copies of any records retained by Seller or any of its propertiesAffiliates for any reasonable business purpose (including as is reasonably necessary for the purpose of determining whether or not an Insurance Contract has met the diversification requirements of Section 817(h) of the Code), booksincluding the preparation or examination of Purchaser’s Tax Returns, contractsregulatory filings and financial statements, commitments, and records (other than the portion of Associated Board of Director minutes which discuss this Merger). After the date of this Agreement and prior to the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company (i) a copy of each Associated Bank Report filed by it (but only to the extent permitted by Law) after the date that such records of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities lawsParent, the BHCA, any other federal or state banking laws, Seller or any other applicable laws promptly after such documents are availableof their Affiliates relate to MONY or the Business; (ii) a copy allow Purchaser to interview employees of each Associated SEC Report filed by it Parent, Seller or received by it (except any of their respective Affiliates for any reasonable purpose relating to the extent Business, including the preparation or examination of Tax Returns (including as is reasonably necessary for the purpose of determining whether or not an SEC Report filed by it is available on XXXXXInsurance Contract has met the diversification requirements of Section 817(h) of the Code); , regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business or otherwise, or the conduct of any regulatory, customer or other dispute resolution process and (iii) all other information concerning maintain such records for Purchaser’s examination and copying until at least the businesssixth anniversary of the Closing Date, propertiesprovided, that Seller may destroy such records in its discretion following the third anniversary of the Closing Date after giving reasonable prior written notice to Purchaser of its intent to destroy such documents, provided, further, that Seller and personnel its Affiliates shall have no obligation to maintain or retain any books and records to the extent that electronic or paper copies or originals of Associated such books and records are delivered to Purchaser or Associated Subsidiaries as any of its Affiliates (including MONY) at or prior to the Company may reasonably requestClosing. Access to such employees and records shall not unreasonably interfere with the business operations of Seller or its Affiliates. (bc) Any information provided Following the Closing Date, Purchaser shall, and shall cause its Affiliates to: (i) allow Seller, upon reasonable prior notice and during normal business hours, through their respective employees and representatives, the right to (A) examine and make copies, at Seller’s expense, of the books and records of MONY to the Company by Associated, whether extent relating to periods prior to the Closing and (B) interview Purchaser’s and its Affiliates’ employees, in the case of either clause (i)(A) or subsequent to the date of this Agreement(i)(B), shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements; and (ii) maintain such books and records for Seller’s examination and copying in the circumstances contemplated by clause (i) above. Purchaser shall maintain and make available to Seller the books and records of MONY to the extent relating to periods prior to the Closing until at least the sixth anniversary of the Closing Date, provided, that Purchaser may destroy such books and records in its discretion following the third anniversary of the Closing Date after giving reasonable prior written notice to Seller of its intent to destroy such documents. Access to such employees and books and records shall not unreasonably interfere with the business operations of Purchaser or its Affiliates. (d) Following the Closing Date, Purchaser shall, and shall cause its Affiliates to, provide such information to the Affiliated Distributors that are parties to the Distribution Agreements, in accordance with the terms of the Distribution Agreements, as is necessary to enable such Affiliated Distributors to provide the Independent Distributors with the information necessary to service customers with respect to the Insurance Contracts, and none of Purchaser or any of its Affiliates shall, whether directly or indirectly, support or sponsor a program that is intended or would reasonably be expected to result in the replacement of the Distributors as servicers or brokers of record for the Insurance Contracts. Purchaser shall promptly make any changes in the servicer or broker of record with respect to the Business requested by any Affiliated Distributor that is a party to a Distribution Agreement; provided that such requested change would not violate Applicable Law or the terms of any Contract to which Purchaser or any of its Affiliates (including MONY) is a party. Purchaser shall not honor the request of any other Person to change the servicer or broker of record with respect to the Business, unless in the opinion of Purchaser’s counsel such refusal to honor such request would violate Applicable Law or the terms of any Contract to which Purchaser or any of its Affiliates (including MONY) is a party. (e) Except as set forth in the last sentence of this Section 5.2(e) or in Section 5.14(f), between the Contract Date and the Closing Date, each of Parent and Seller shall, and shall cause its Affiliates to, use any information relating to the Insurance Contracts or the holders of the Insurance Contracts only for the purpose of servicing customers with respect to the Insurance Contracts and operating and administering the Business in the ordinary course and in accordance with past practices (including any purpose relating to compliance by Parent, Seller or any of their respective Affiliates with any Applicable Law, or to dealings with any Governmental Authority, relating to the ownership, operation or administration of the Business). Following the Closing Date, (i) Purchaser shall, and shall cause its Affiliates to, use any information relating to the Insurance Contracts or the holders of the Insurance Contracts only for the purposes of servicing customers with respect to the Insurance Contracts and operating and administering the Business (including any purpose relating to compliance by Purchaser or any of its Affiliates with any Applicable Law, or to dealings with any Governmental Authority, relating to Purchaser’s ownership, operation or administration of the Business), and for the other purposes contemplated by Section 5.14(d) and (e) or required under the terms of the Distribution Agreements and, for the avoidance of doubt, Purchaser shall not make such information available to its insurance agents, insurance agencies and brokers, and (ii) except as set forth in the last sentence of this Section 5.2(e) or in Section 5.14(f), each of Parent and Seller shall, and shall cause its Affiliates to, use information relating to the Business only for the purpose of complying, or causing its applicable Affiliates to comply, with their respective obligations under this Agreement and the transactions contemplated hereby) except Distribution Agreements (including any purpose relating to compliance by Parent, Seller or any of their respective Affiliates with any Applicable Law, or to dealings with any Governmental Authority, relating to the extent servicing of the Business). Neither Purchaser, Parent nor Seller, nor any of their respective Affiliates, may, from and after the Contract Date or as promptly thereafter as is reasonably practicable, include any information relating to the Insurance Contracts in any “data mining” program or process that is designed or intended to identify any holder of an Insurance Contract for targeted marketing or solicitation of other products offered, distributed or administered by such Person; provided that, notwithstanding the foregoing, neither Purchaser, Parent nor Seller, nor any of their respective Affiliates, shall be prohibited from including information relating to insurance or annuity Contracts not included in the Business, and any holder thereof, in any such “data mining” program or process even though such holder of such insurance or annuity Contract that is not included in the Business is also a holder of an Insurance Contract. (f) Anything to the contrary in Section 5.2(a), (b), (c), (d) or (e) notwithstanding, the party granting access may withhold any document (or portions thereof) or information (i) it was already known that is subject to such representatives when receivedthe terms of a non-disclosure agreement with a third party, (ii) it hereafter becomes lawfully obtainable from other sourcesthat may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, constitutes a waiver of any such privilege or (iii) it is required if the provision of access to such document (or portion thereof) or information, as determined by such party’s counsel, would reasonably be disclosed expected to violate Applicable Laws so long as the party granting access shall have used its commercially reasonable efforts to provide such information without violation of Applicable Law. The party granting access shall promptly provide, or cause its Affiliates to provide, any consent requested by its or its Affiliates’ independent accountants in connection with such access. If so reasonably requested by the Company in party granting access, the other party shall enter into a customary joint defense agreement with the party granting access and its Affiliates with respect to any document required information provided to be filed with any government authority or agency, which disclosure such other party pursuant to this Section 5.2(f). Any information provided pursuant to this Section 5.2 shall be treated by the Company as if it were disclosing its own information and limited subject to the minimum amount applicable provisions of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofSection 5.3.

Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law, and upon Upon reasonable notice and without unreasonable disruption subject ---------------------- to applicable laws relating to the exchange of information, BFS agrees to (and shall cause each of its subsidiaries to) afford Dime's officers, employees, counsel, accountants and other authorized representatives (collectively, its "Representatives") reasonable access (together with the right to copy), during ---------------- normal business carried on by Associated or hours throughout the Associated Subsidiariesperiod until the Closing Date, Associated to its books, properties, contracts and records (including loan and credit files, tax returns and work papers of independent auditors) and, during such period, shall (and shall cause the Associated Subsidiaries each of its subsidiaries to) afford furnish to the Company’s Dime and its Representatives all information concerning its business, property and personnel as may reasonably be requested and instruct its officers, employees, accountants, legal counselcounsel and accountants to be available for, and other representatives accessrespond to reasonable questions of, during normal Dime and its Representatives at reasonable hours and with reasonable notice and to cooperate with Dime in planning for the integration of the business hours, of BFS and its subsidiaries with the business of Dime and its subsidiaries. Neither BFS nor any of its subsidiaries shall be required to all its properties, books, contracts, commitments, and records (other than the portion of Associated Board of Director minutes which discuss this Merger). After the date of this Agreement and prior to the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company (i) a copy of each Associated Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report filed by it or received by it (except to the extent an SEC Report filed by it is available on XXXXX); and (iii) all other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries as the Company may reasonably request. (b) Any information provided to the Company by Associated, whether prior provide access to or subsequent to disclose information where such access or disclosure would violate or prejudice the rights of BFS's customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, shall be kept confidential by . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the representatives restrictions of the Company preceding sentence apply. (b) Each of Dime and shall be used by them only BFS agree that it and its subsidiaries will not, and will cause their Representatives not to, use any nonpublic information obtained from the other party in connection with or relating to this Agreement and Agreement, the investigation leading up to its execution or the transactions contemplated herebyhereby (including by Dime pursuant to Section 5.5(a)) except for any purpose unrelated to the extent consummation of the transactions contemplated by this Agreement. Pending consummation of the transactions herein contem plated, each of Dime and BFS agrees that it and each of its subsidiaries will keep confidential, and will cause its Representatives to keep confidential, all nonpublic information and documents so obtained from the other party; provided, that the obligation to -------- keep such information or documents confidential shall not apply to (1) any information or document that (iA) it was already in Dime or BFS's possession prior to the disclosure thereof by the other party, (B) was then generally known to such representatives when receivedthe public, (iiC) it hereafter becomes lawfully obtainable from other sourcesbecame known to the public through no fault of Dime or BFS, as the case may be, or (iiiD) it is was disclosed to Dime or BFS, as the case may be, by a third party not bound by an obligation of confidentiality or (2) disclosures required to be disclosed by the Company in any document required to be filed with any government authority law, governmental or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosedregulatory authority. Upon any termination of this Agreement Agreement, each party will collect and deliver to the other party all nonpublic documents obtained by any of it, its subsidiaries or any of their Representatives and then in their possession (other than documents of the type described in the proviso to the preceding sentence) and any copies thereof and destroy or cause to be destroyed all notes, memoranda or other documents in the possession of it, its subsidiaries or their Representatives containing or reflecting any nonpublic information obtained from the other party (other than information of the type described in the proviso to the preceding sentence), except to the extent that any such information may be embodied in minutes of the meetings of such party's Board of Directors or in filings, reports or submissions to or with any Governmental Entity. Promptly after any such termination, each of Dime and BFS shall deliver to the other a certificate signed on its behalf by a senior executive officer to the effect of its compliance with the agreements of it set forth in the preceding sentence. (c) Without in any way limiting the provisions of Section 5.5(a), BFS shall provide to Dime within 30 days of the end of each calendar month between the date hereof and the Closing Date (1) consolidated financial statements (including a balance sheet and income statement) as of, and for the period ended, on such month-end, in the form in which such statements are prepared for use by BFS's management, and (2) such other information customarily prepared by BFS as may be reasonably requested by Dime. (d) No investigation, whether pursuant to Article VIII hereofthis Section 5.5 or otherwise, the Company agrees shall affect or be deemed to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofmodify any representation or warranty herein.

Access and Information. (a) Prior to After the Effective TimeClosing Date, in a manner consistent with applicable LawSeller and Buyer shall provide, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated Subsidiaries to) afford their respective Affiliates to the Company’s provide, to each other and to their respective officers, employees, accountants, legal counsel, counsel and other representatives accessrepresentatives, during normal business hoursupon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), to reasonable access for inspection and copying of all its propertiesBusiness Records, booksGovernmental Permits, contractsLicenses, commitments, Contracts and records (any other than information existing as of the portion of Associated Board of Director minutes which discuss this Merger). After the date of this Agreement Closing Date and prior relating to the Effective TimePurchased Business, upon reasonable noticethe Purchased Assets, Associated shall (the Assumed Liabilities or the Transferred Employees and shall cause make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the Associated Subsidiaries to) furnish promptly operations or activities relating to the Company Purchased Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees as may be necessary or desirable to enable the party requesting such assistance to: (i) a copy of each Associated Bank Report filed comply with any reporting, filing or other requirements imposed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are availableGovernmental Body; (ii) a copy of each Associated SEC Report filed by it assert or received by it (except defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the extent an SEC Report filed by it is available on XXXXX)other; and or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all other reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information concerning the businessand in rendering such assistance. The access to files, properties, books and personnel of Associated or Associated Subsidiaries records contemplated by this Section 5.1(a) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the Company party having custody or control thereof may reasonably requestimpose to preserve the confidentiality of information contained therein. (b) Any information provided Buyer agrees to the Company by Associatedpreserve all Business Records, whether prior Licenses and Governmental Permits in accordance with its corporate policies related to or subsequent to the date preservation of this Agreementrecords. Buyer further agrees that, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known Business Records, Licenses or Governmental Permits are placed in storage, they will be kept in such a manner as to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by the Company make individual document retrieval possible in any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofan expeditious manner.

Access and Information. (a) Prior to During the period from the date of this Agreement through the Effective Time, in a manner consistent with applicable Lawthe Company shall, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated its Subsidiaries to) , afford to the Company’s officers, employees, Sterling and its accountants, legal counsel, counsel and other representatives access, full access during normal business hours, hours to all its the properties, books, contracts, commitmentsTax Returns, Reports, commitments and records of the Company and its Subsidiaries at any time, and records from time to time, for the purpose of conducting any review or investigation reasonably related to this Agreement or the Merger, and the Company and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling provides the Company with reasonable notice of Sterling's on-site visits and that Sterling does not unreasonably interfere with the business operations of the Company during the course of such visits. (other than b) During the portion of Associated Board of Director minutes which discuss this Merger). After period from the date of this Agreement and prior to through the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company shall furnish to Sterling (i) a copy of each Associated Bank Report all Reports which are filed by it (to the extent permitted by Law) after the date of this Agreement and prior to hereof promptly upon the Effective Time pursuant to the requirements of federal or state securities lawsfiling thereof, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report Tax Return filed by it or received by it (except to after the extent an SEC Report filed by it is available on XXXXX); date hereof, and (iii) all monthly and other information concerning interim financial statements in the business, properties, and personnel of Associated or Associated Subsidiaries as form prepared by the Company may reasonably requestfor its internal use. During this period, the Company shall notify Sterling promptly of any material change in the Condition of the Company or any of its Subsidiaries. (bc) Any Notwithstanding the foregoing provisions of this Section 8.01, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties which are contained herein and each such representation and warranty shall survive such investigation. (d) Sterling agrees that it will keep confidential any information provided furnished to it by the Company by Associated, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) by this Agreement which is reasonably designated as confidential at the time of delivery, except to the extent that such information (i) it was already known to such representatives when receivedSterling and was received from a source other than the Company or any of its Subsidiaries, directors, officers, employees or agents, (ii) it hereafter becomes thereafter was lawfully obtainable obtained from other sourcesanother source or was publicly disclosed by the Company or its agent or representative, or (iii) it is required to be disclosed by the Company in to any document Regulatory Authority, or is otherwise required to be filed disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with any government authority or agency, which disclosure shall be treated the transactions contemplated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosedthis Agreement. Upon any termination of this Agreement pursuant Agreement, Sterling will return to Article VIII hereof, the Company agrees to promptly return or will destroy all information documents furnished Sterling for its review and all copies of such documents that it has obtained from Associated in connection herewith without retaining a copy thereofmade by Sterling.

Access and Information. (a) Prior Upon reasonable notice, CFFG and CFB shall afford First Savings and its representatives (including, without limitation, directors, officers and employees of First Savings and its affiliates and counsel, accountants and other professionals retained by First Savings) such reasonable access during normal business hours throughout the period before the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to CFFG and CFB as First Savings may reasonably request; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by CFFG and CFB in this Agreement. (b) From the date hereof until the Effective Time, in a manner consistent CFFG and CFB shall promptly provide First Savings with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated Subsidiaries to) afford to the Company’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Associated Board of Director minutes which discuss this Merger). After the date of this Agreement and prior to the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company (i) a copy of each Associated Bank Report report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other with federal or state banking lawsregulators, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report filed by it periodic report to its senior management and all materials relating to its business or received by it operations furnished to its board of directors, (except iii) a copy of each press release made available to the extent an SEC Report filed by it is available on XXXXX); public and (iiiiv) all other information concerning the its business, properties, properties and personnel of Associated or Associated Subsidiaries as the Company First Savings may reasonably request. (b) Any information provided . Notwithstanding the foregoing, neither CFFG nor CFB shall be required to the Company by Associated, whether prior provide access to or subsequent to disclose information where such access or disclosure would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into before the date of this Agreement, shall be kept confidential by . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the representatives restrictions of the Company previous sentence apply. (c) First Savings shall not, and shall be used by them only in connection with cause its representatives not to, use any information obtained pursuant to this Agreement and Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated hereby) except by this Agreement. Subject to the extent that requirements of applicable law, First Savings will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) it was already known to such representatives when receivedFirst Savings or an affiliate of First Savings, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) it hereafter becomes lawfully obtainable available to First Savings or an affiliate of First Savings from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of CFFG or CFB or (iv) is or becomes readily ascertainable from published information or trade sources. (d) CFB shall give notice to a designee of First Savings and shall invite such person to attend all regular and special meetings of the board of directors of CFB and all regular and special meetings of any senior management committee (including but not limited to the executive committee, audit committee, investment committee, and loan committee of CFB) of CFB. Such designees shall have no right to vote and shall not attend sessions of board of directors and committees during which there is being discussed (i) matters involving this Agreement (including any Acquisition Proposal), (ii) information or material that CFB is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of CFB, or (iii) it is required pending or threatened litigation or investigations if, in the reasonable opinion of counsel to be disclosed by CFB, the Company in presence of such designees would or might adversely affect the confidential nature of or any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited privilege relating to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofmatters being discussed.

Access and Information. (a) Prior From the date hereof to the Effective TimeClosing Date or as otherwise provided in this Agreement, subject to existing confidentiality obligations owed to third parties, the Company and each of the Company Subsidiaries shall give to the Parent and its representatives reasonable access, at reasonable times, to the properties, books and records and personnel of the Company and the Company Subsidiaries and shall furnish such information and documents in its possession relating to the Company and the Company Subsidiaries as the Parent may reasonably request, including with respect to operational developments and the general status of ongoing operations; provided that the Parent shall not be entitled to any such access, information or documents that would interfere unreasonably with the conduct of the business of the Company or the Company Subsidiaries or that could, in a manner consistent the good faith opinion of the Company, result in the loss of attorney-client privilege with applicable Lawrespect to any such information or documents. All such information and documents obtained by the Parent shall be subject to the terms of the Confidentiality Agreement, dated as of January 22, 2010, between an Affiliate of the Parent and the Company (the “Confidentiality Agreement”), provided that the terms of the Confidentiality Agreement shall be binding upon the Parent and the Sub, and upon reasonable notice all requests for and without unreasonable disruption to provision of such information and documents shall be made through and coordinated by the business carried on by Associated or Company. (b) The Parent and the Associated Subsidiaries, Associated shall (and Sub shall cause the Associated Subsidiaries toCompany, following the Closing, to reasonably cooperate with Holders (with any reasonable out of pocket expenses to be borne by Holders) afford in connection with any inquiries or investigations by Holders, any governmental agency or other regulatory authority, or any litigation of any kind, involving the business of the Company and relating to matters occurring prior to the Closing. The Parent and the Sub shall cause the Company to maintain, for the five-year period following the Closing, a complete and accurate set, in all material respects, of the Company’s officersand its subsidiaries’ records (electronic and hardcopy), employeesin existence as of the Closing, accountantswhich may be relevant to the investigations, legal counsellitigations or other regulatory matters existing as of the Closing Date, provided, that after such period, the Parent and Sub shall cause the Company, prior to the destruction or other representatives disposition of any such records, to provide notice to and afford the Holders a reasonable opportunity to copy such records, at such Holder’s expense. The Parent and the Sub shall cause the Company to afford promptly to each Holder and its agents reasonable access, during normal business hours, to all its properties, books, contracts, commitments, hours and records (other than the portion of Associated Board of Director minutes which discuss this Merger). After the date of this Agreement and prior to the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company (i) a copy of each Associated Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report filed by it or received by it records (except to the extent an SEC Report filed by it is available on XXXXX); and (iii) all other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries as the Company may reasonably request. (b) Any information provided to the Company by Associated, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed records have been destroyed by the Company in any document required compliance with the proviso in the preceding sentence), and to be filed furnish copies thereof which such Holder or its agents reasonably requests in connection with any government authority such matters, provided that any such access by any such Holder or agencyits agents shall not unreasonably interfere with the conduct of the business of the Company. The Parent and the Sub shall cause the Company to afford promptly to each Holder and its agents reasonable access to the Company’s employees, which disclosure who shall be treated by the Company as if it were disclosing its own information available for interviews and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated depositions in connection herewith without retaining a copy thereofwith any such inquiries, investigations or litigations.

Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law, and upon Upon reasonable notice and without unreasonable disruption subject to applicable laws relating to the business carried on by Associated or the Associated Subsidiariesexchange of information, Associated GAFC shall (and shall cause the Associated GAFC's Subsidiaries to) afford to the Company’s officersAcquisition Corp. and its representatives (including, employeeswithout limitation, accountants, legal officers and employees of Acquisition Corp. and its affiliates and counsel, accountants and other representatives access, professionals retained by Acquisition Corp.) such reasonable access during normal business hourshours throughout the period prior to the Effective Time to the books, to all its propertiesrecords (including, bookswithout limitation, tax returns and work papers of independent auditors), contracts, commitmentsproperties, personnel and records (to such other than information relating to GAFC and GAFC's Subsidiaries as Acquisition Corp. may reasonably request; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by GAFC in this Agreement and provided, further, that such access shall be subject to permissions from such Governmental Entities as may be required. Neither GAFC nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the portion rights of Associated Board its customers, jeopardize the attorney-client privilege of Director minutes which discuss this Merger). After the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement Agreement. The parties will make appropriate and prior to reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From the date hereof until the Effective Time, upon reasonable noticeGAFC shall, Associated shall (and shall cause the Associated GAFC's Subsidiaries to) furnish , promptly to the Company provide Acquisition Corp. with (i) a copy of each Associated Bank Report report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities lawswith a Government Regulator, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report filed by it periodic report to its senior management and all materials relating to its business or received by it operations furnished to its Board of Directors, (except iii) a copy of each press release made available to the extent an SEC Report filed by it is available on XXXXX); public and (iiiiv) all other information concerning the its business, properties, properties and personnel of Associated or Associated Subsidiaries as the Company Acquisition Corp. may reasonably request. (bc) Any Acquisition Corp. will not, and will cause its representatives not to, use any information provided obtained pursuant to this Section 5.3 for any purpose unrelated to the Company by Associated, whether prior to or subsequent to the date consummation of this Agreement, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except by this Agreement. Subject to the extent that requirements of applicable law and the Confidentiality Agreement, Acquisition Corp. will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) it was already known to such representatives when receivedAcquisition Corp. or an affiliate of Acquisition Corp., other than pursuant to a confidentiality agreement or other confidential relationship, (ii) it hereafter becomes lawfully obtainable available to Acquisition Corp. or an affiliate of Acquisition Corp. from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of GAFC or (iv) is or becomes readily ascertainable from published information or trade sources. (d) GAFC shall give notice, and shall cause GAFC Bank to give notice, to a designee of Acquisition Corp., and shall invite such person to attend all regular and special meetings of the Board of Directors of GAFC and GAFC Bank and all meetings of the Loan Committee of GAFC Bank. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed (i) matters involving this Agreement, (ii) information or material that GAFC or GAFC Bank is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of GAFC or GAFC Bank, or (iii) it is required pending or threatened litigation or investigations if, in the opinion of counsel to be disclosed by GAFC, the Company in presence of such designees would or might adversely affect the confidential nature of or any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited privilege relating to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofmatters being discussed.

Access and Information. (a) Prior to During the period from the date of this Agreement through the Effective Time: (i) Charter shall, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated its Subsidiaries to) , afford to the Company’s officersNationsBank, employees, and its accountants, legal counsel, counsel and other representatives accessrepresentatives, full access during normal business hours, hours to all its the properties, books, contracts, commitmentstax returns, commitments and records of Charter and its Subsidiaries at any time, and records from time to time, for the purpose of conducting any review or investigation reasonably related to the Merger, and Charter and its Subsidiaries will cooperate fully with all such reviews and investigations. (other than the portion ii) NationsBank shall upon reasonable notice make personnel and copies of Associated its SEC reports available to Charter and its advisors for purposes of any review or report to its Board of Director minutes which discuss this Directors in evaluating the Merger). After . (b) During the period from the date of this Agreement and prior to through the Effective Time, upon reasonable notice, Associated Charter shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company NationsBank (i) a copy of each Associated Bank Report filed by it (all Reports referred to in Section 5.17 promptly upon the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities lawsfiling thereof, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report Tax Return filed by it and (iii) monthly and other interim financial statements in the form prepared by Charter for its internal use. During this period, Charter also shall notify NationsBank promptly of any material change in the Condition of Charter or received any of its Subsidiaries. (c) Notwithstanding the foregoing provisions of this Section 8.01, no investigation by the parties hereto made heretofore or hereafter shall affect the representations and warranties of the parties (as modified by information (i) furnished to NationsBank pursuant to the terms of any investment agreement, (ii) disclosed in writing to NationsBank in its due diligence process or (iii) included in the Charter Disclosure Schedule) which are contained herein and each such representation and warranty shall survive such investigation. (d) NationsBank agrees that it (will keep confidential any information furnished to it in connection with the transactions contemplated by this Agreement which is reasonably designated as confidential at the time of delivery, except to the extent an SEC Report filed by it is available on XXXXX); that such information (i) was already known to NationsBank and was received from a source other than Charter or any of its Subsidiaries, directors, officers, employees or agents, (ii) thereafter was lawfully obtained from another source, or (iii) all is required to be disclosed to the SEC, the NASD, the OCC, the OTS, the Federal Reserve Board, FDIC or any other information concerning the businessgovernmental agency or authority, propertiesor is otherwise required to be disclosed by law. NationsBank agrees not to use such information, and personnel to implement safeguards and procedures that are reasonably designed to prevent such information from being used, for any purpose other than in connection with the transactions contemplated by this Agreement. Upon any termination of Associated or Associated Subsidiaries as the Company may reasonably requestthis Agreement, NationsBank will return to Charter all documents furnished NationsBank for its review and all copies of such documents made by NationsBank. (be) Any information provided Charter shall cooperate, and shall cause its Subsidiaries, accountants, counsel and other representatives to cooperate, with NationsBank and its accountants, counsel and other representatives, in connection with the Company preparation by AssociatedNationsBank of any applications and documents required to obtain the Approvals which cooperation shall include providing all information, whether prior to or subsequent to documents and appropriate representations as may be necessary in connection therewith and, when requested by NationsBank, preparing and filing of regulatory applications. (f) From and after the date of this Agreement, each of NationsBank and Charter shall use its reasonable best efforts to satisfy or cause to be kept confidential by the representatives of the Company (and shall be used by them only in connection with satisfied all conditions to their respective obligations under this Agreement. While this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when receivedis in effect, (ii) it hereafter becomes lawfully obtainable from other sourcesneither NationsBank nor Charter shall take any actions, or (iii) it is required omit to be disclosed by the Company in take any document required to be filed with any government authority or agencyactions, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of would cause this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated become unenforceable in connection herewith without retaining a copy thereofaccordance with its terms.

Access and Information. (a) Prior to During the period from the Effective TimeDate and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), in a manner consistent subject to Section 8.14, each of the Company, Pubco and Merger Sub (collectively with applicable Lawthe Target Companies, the “Company Entities”) shall give, and shall cause their respective Representatives to give, DMAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable notice advance notice, reasonable access to all offices and without unreasonable disruption other facilities and to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated Subsidiaries to) afford to the Company’s officers, all employees, accountantsproperties, legal counselContracts, books and records, financial and operating data and other representatives accesssimilar information (including Tax Returns, during normal business hoursinternal working papers, to all its propertiesclient files, booksclient Contracts and director service agreements), contracts, commitments, and records (other than the portion of Associated Board of Director minutes which discuss this Merger). After the date of this Agreement and prior to the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly or pertaining to the Company Entities as DMAC or its Representatives may reasonably request regarding the Company Entities and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (i) including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each Associated Bank Report material report, schedule and other document filed with or received by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time a Governmental Authority pursuant to the requirements of federal or state applicable securities lawsLaws, and independent public accountants’ work papers (subject to the BHCA, any other federal or state banking laws, consent or any other applicable laws promptly after conditions required by such accountants, if any) in each case, if the financial statements or other documents are availablealready exist) and cause each of the Representatives of any Company Entity to reasonably cooperate with DMAC and its Representatives in their investigation; provided, however, that DMAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company Entities. DMAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Company Entity regarding any Company Entity, its business or the Transactions and the Ancillary Documents without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company Entities shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) a copy the disclosure of each Associated SEC Report filed by it which would violate any Law or received by it (except to the extent an SEC Report filed by it is available on XXXXX); and (iii) all the disclosure of which would constitute a waiver of attorney-client, attorney work product or other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries as the Company may reasonably requestlegal privilege. (b) Any During the Interim Period, subject to Section 8.14, DMAC shall give, and shall cause its Representatives to give, the Company Entities and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other information provided (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to DMAC or its Subsidiaries, as the Company Entities or their respective Representatives may reasonably request regarding DMAC, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the Company by Associatedrequirements of applicable securities Laws, whether prior to or subsequent and independent public accountants’ work papers (subject to the date consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of this Agreement, shall be kept confidential by the representatives of DMAC’s Representatives to reasonably cooperate with the Company (Entities and their respective Representatives in their investigation; provided, however, that the Company Entities and their Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of DMAC or any of its Subsidiaries. Notwithstanding the foregoing, DMAC shall not be used by them only in connection with this Agreement and the transactions contemplated hereby) except required to the extent that provide access to any information (i) it was already known that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to such representatives when receivedthe terms of a written confidentiality agreement with a third party, (ii) it hereafter becomes lawfully obtainable from other sources, the disclosure of which would violate any Law or (iii) it is required to be disclosed by the Company in any document required to be filed with any government authority disclosure of which would constitute a waiver of attorney-client, attorney work product or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofother legal privilege.

Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated Subsidiaries to) afford to the Company’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Associated Board of Director minutes which discuss this Merger). After From the date of this Agreement and prior to through the Effective Time, upon Seller shall afford to each of Purchaser and its authorized agents and representatives, reasonable access to its properties, assets, books and records and personnel, at reasonable business hours and after reasonable notice, Associated ; and Purchaser shall (be provided with such financial and shall cause the Associated Subsidiaries to) furnish promptly operating data and other information with respect to the Company (i) businesses, properties, assets, books and records and personnel of Seller as it shall from time to time reasonably request. Purchaser agrees to conduct any such requests and discussions hereunder in a copy manner so as not to interfere unreasonably with normal operations and consumer and employee relationships of each Associated Bank Report filed Seller. In the event the Purchaser learns of any information or matters during such investigation that the Purchaser believes may constitute or reveal a material breach of the Seller's representations, warranties, covenants or agreements contained herein, the Purchaser shall provide the Seller with a written notice within 15 business days or such longer period as extended by it (the parties in writing contemplated by this Section 4.3, specifying the information or matters learned and the basis upon which they may constitute or reveal a material breach of the Seller's representations, warranties, covenants or agreements. No breach of a representation, warranty, covenant or agreement that is learned pursuant to the extent permitted Purchaser's investigation contemplated by Law) after the date this Section 4.3 shall constitute a material breach of a representation, warranty, covenant or agreement by Seller under any provision of or for any purpose under this Agreement and prior the information or matters underlying such breach shall be deemed to the Effective Time have been fully disclosed in Seller's disclosure pursuant to this Agreement, unless Purchaser provides Seller with a written notice relating thereto delivered within the requirements of federal or state securities laws, time period provided in the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report filed by it or received by it (except immediately preceding sentence and Purchaser exercises its right to terminate this Agreement on the extent an SEC Report filed by it is available on XXXXX); and (iii) all other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries as the Company may reasonably requestbasis thereof in accordance with Section 6.1. (b) Any The Purchaser agrees to treat as strictly confidential all information provided received from the Seller and agrees not to divulge to any other person, natural or corporate (other than essential employees and agents of such party) any financial statements, schedules, contracts, agreements, instruments, papers, documents and other information relating to the Company by AssociatedSeller which it may come to know or which may come into its possession and, whether prior if the transactions contemplated hereby are not consummated for any reason, agrees promptly to or subsequent return to the date Seller all written material furnished by Seller. (c) Each party hereto will not, and will cause its respective representatives not to, use any information obtained from any other such party as a result of this Agreement, shall be kept confidential by the representatives of the Company Agreement (and shall be used by them only including this Section 4.3) or in connection with this Agreement and the transactions contemplated herebyhereby (whether so obtained before or after the execution hereof, including work papers and other materials derived therefrom (collectively, the "Confidential Information") except for any purpose unrelated to the extent that consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, regulation and applicable Governmental Entities, each party hereto will keep confidential, and will cause its respective representatives to keep confidential, all Confidential Information relating to or furnished by any other such party unless such information (i) it was already or becomes known to such representatives when receivedthe general public, other than from a prohibited disclosure by a party to this Agreement or its representatives, (ii) it hereafter becomes lawfully obtainable available to such party or an affiliate of such party from sources (other sourcesthan another party to this Agreement or its representatives) not bound by a confidentiality obligation or agreement, or (iii) it is required disclosed with the prior written approval of the party which furnished such Confidential Information or (iv) is or becomes readily ascertainable from published information. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be disclosed by consummated, each party hereto and its respective representatives shall promptly cause all Confidential Information in the Company in any document required possession of itself and its representatives, including all copies or extracts thereof, to be filed with any government authority or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited returned to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, party which furnished the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofsame.

Access and Information. (a) Prior to During the Effective Timeperiod from the date of this Agreement through the Closing Date, in a manner consistent with applicable Law, the Company shall afford Sterling and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated Subsidiaries to) afford to the Company’s officers, employees, its accountants, legal counsel, counsel and other representatives access, full access during normal business hours, hours to all its the properties, books, contracts, commitmentsTax Returns, Reports, commitments and records of the Company at any time, and records from time to time, for the purpose of conducting any review or investigation reasonably related to this Agreement, and shall cooperate fully with all such reviews and investigations provided that Sterling provides the Company with reasonable notice of Sterling’s on-site visits and that Sterling does not unreasonably interfere with the business operations of the Company during the course of such visits. (other than b) During the portion of Associated Board of Director minutes which discuss this Merger). After period from the date of this Agreement and prior to through the Effective TimeClosing Date, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company shall furnish to Sterling (i) a copy of each Associated Bank Report all Reports which are filed by it (to the extent permitted by Law) after the date of this Agreement and prior to hereof promptly upon the Effective Time pursuant to the requirements of federal or state securities lawsfiling thereof, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report Tax Return filed by it or received by it (except to after the extent an SEC Report filed by it is available on XXXXX); date hereof, and (iii) all monthly and other information concerning interim financial statements in the business, properties, and personnel of Associated or Associated Subsidiaries as form prepared by the Company may reasonably requestfor its internal use. During this period, the Company shall notify Sterling promptly of any material change in the Condition of the Company. (bc) Any Notwithstanding the foregoing provisions of this Section 6.1, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties that are contained herein and each such representation and warranty shall survive such investigation. (d) Sterling agrees that it will keep confidential any information provided furnished to it by the Company by Associated, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) by this Agreement which is reasonably designated as confidential at the time of delivery, except to the extent that such information (i) it was already known to such representatives when receivedSterling and was received from a source other than the Company, directors, officers, employees or agents, (ii) it hereafter becomes thereafter was lawfully obtainable obtained from other sourcesanother source or was publicly disclosed by the Company or its agent or representative, or (iii) it is required to be disclosed by the Company in to any document Regulatory Authority, or is otherwise required to be filed disclosed by Law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with any government authority or agency, which disclosure shall be treated the transactions contemplated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosedthis Agreement. Upon any termination of this Agreement, Sterling will return to the Company or will destroy all documents furnished Sterling for its review and all copies of such documents made by Sterling. The Company agrees to keep confidential, in accordance with the provisions of this Section 6.1(d), any information furnished to it by Sterling in connection with the transactions contemplated by this Agreement pursuant that is reasonably designated as confidential at the time of delivery. The Company agrees not to Article VIII hereofuse any such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the transactions contemplated by this Agreement. Upon any termination of this Agreement, the Company agrees shall return to promptly return Sterling or destroy all documents containing any such confidential information furnished to the Company for its review and all copies of such documents that it has obtained from Associated in connection herewith without retaining a copy thereofmade by the Company.

Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law, Time and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated Subsidiaries to) afford to the Company’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Associated Board board of Director director minutes which discuss this Merger). After the date of this Agreement and prior to the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company (i) a copy of each Associated Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report filed by it or received by it (except to the extent an SEC Report filed by it is available on XXXXX)it; and (iii) all other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries as the Company may reasonably request. (b) Any information provided to the Company by Associated, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by the Company in any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofherewith.

Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable LawCompany shall, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated its Subsidiaries to) , upon reasonable notice, afford to the Company’s officers, employeesPurchaser and its counsel, accountants, legal counsel, consultants and other authorized representatives full and complete access, during normal business hours, to all its the customers, suppliers, employees, properties, books, contracts, commitments, books and records (other than of Company and its Subsidiaries so that they may have the portion opportunity to make such investigations of Associated Board the business and affairs of Director minutes which discuss Company and its Subsidiaries as they shall desire; provided, however, that such investigation shall not affect the representations and warranties made by Company in this Merger)Agreement. After the date of this Agreement and prior Prior to the Effective Timetheir filing, upon reasonable notice, Associated Company shall (and shall cause the Associated Subsidiaries to) furnish as promptly as practicable to the Company (i) Purchaser a copy of each Associated Bank Report registration statement, prospectus, report, schedule, form, statement and other document that will be filed by it (to the extent permitted by Law) or any of its Subsidiaries after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities lawsLaws, the BHCArules and regulations of any stock market or exchange on which Company Common Stock is traded or the DGCL. Company shall cause its officers and employees, any other federal or state banking lawsin a manner consistent with the fulfillment of their ongoing duties and obligations, or any other applicable laws promptly after to furnish such documents are available; (ii) a copy of each Associated SEC Report filed by it or received by it (except to the extent an SEC Report filed by it is available on XXXXX); additional financial and (iii) all operating data and other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries respond to such inquiries as the Company may Purchaser from time to time reasonably requestrequests. (b) Any information provided Prior to the Effective Time, Company shall promptly provide Purchaser with copies of all monthly and other interim financial statements as the same become available, but in any event not later than 15 calendar days after each month-end (including a detailed listing of the Company's backlog), and shall cause one or more of its designated representatives to confer on a regular and frequent basis with representatives of Purchaser. Company shall provide Purchaser with prompt written notice of any material change in the business or affairs of Company or any of its Subsidiaries and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by AssociatedGovernmental Entities, whether prior or the institution or, to or subsequent its knowledge, the threat of material litigation (including all litigation relating to the transactions contemplated hereby), and Company shall keep Purchaser fully informed of such events. (c) The Company shall deliver to Purchaser, promptly after it becomes available, the written opinion of the Financial Advisor, dated as of the date of this Agreement, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to effect that, as of such representatives when receiveddate, (ii) it hereafter becomes lawfully obtainable the Merger Consideration is fair, from other sourcesa financial point of view, or (iii) it is required to be disclosed by the Company in any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount holders of information required shares of Company Common Stock. The Company shall also promptly deliver to be disclosed. Upon Purchaser any termination updates to or revisions of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofsuch opinion.

Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law, Time and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated Subsidiaries to) afford to the Company’s 's officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Associated Board board of Director director minutes which discuss this Merger). After the date of this Agreement and prior to the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company (i) a copy of each Associated Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report filed by it or received by it (except to the extent an SEC Report filed by it is available on XXXXX)it; and (iii) all other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries as the Company may reasonably request. (b) Any information provided to the Company by Associated, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by the Company in any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofherewith.

Access and Information. (a) Prior to Until the Effective Time, in a manner consistent with applicable Law, Time and upon reasonable notice notice, and without unreasonable disruption subject to applicable laws relating to the business carried on by Associated or exchange of information, the Associated SubsidiariesSeller shall, Associated shall (and shall cause the Associated Subsidiaries each Seller Subsidiary to) , afford to the Company’s 's officers, employees, accountants, legal counsel, counsel and other representatives of Company, access, during normal business hours, to all its properties, books, contracts, commitments, commitments and records (other than the portion of Associated Board of Director minutes which discuss this Merger)records. After the date of this Agreement and prior Prior to the Effective Time, upon reasonable notice, Associated Seller shall (and shall cause the Associated Subsidiaries each Seller Subsidiary to) furnish promptly (as soon as available or received by Seller or any Seller Subsidiary) to the Company (i) a copy of each Associated Bank Seller Report filed by it or received by it (to the extent permitted not prohibited by LawLaw and if so prohibited the Seller shall promptly so notify the Company) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, laws or any other applicable laws Laws promptly after such documents are available; , (ii) the monthly financial statements of Seller and the Seller Subsidiaries (as prepared by Seller in accordance with its normal accounting procedures) promptly after such financial statements are available without further request by the Company, (iii) a copy of any action, including all minutes, taken by the Board of Directors, or any committee thereof, of Seller and the Seller Subsidiaries and any documents or other materials of any kind provided to such Boards or Committees promptly after such action, minutes, materials or other documents become available without further request by the Company, (iv) a copy of each Associated SEC Report Tax Return filed by it Seller and each Seller Subsidiary for the three most recent years available, a copy of any correspondence received from the IRS or received by it (except any other governmental entity or taxing authority or agency and any other correspondence relating to the extent an SEC Report filed by it is available on XXXXX); and (iii) all other information concerning the business, propertiesTaxes, and personnel of Associated or Associated Subsidiaries any other documents relating to Taxes as the Company may reasonably request. , and (bv) Any all other information provided concerning its business, properties and personnel as Company may reasonably request, other than in each case reports or documents which Seller is not permitted to the Company by Associated, whether disclose under applicable law or binding agreement entered into prior to or subsequent to the date of this Agreement, shall be kept confidential by . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the representatives restrictions of the Company preceding sentence apply. (and shall be used b) Unless otherwise required by them only Law, the parties will hold any such information which is nonpublic in connection confidence in accordance with this Agreement and the transactions contemplated hereby) except to terms of the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by confidentiality agreements in effect between the Company in any document required to be filed with any government authority or agency, which disclosure shall be treated by parties on the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination date of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofAgreement.

Access and Information. (a) Prior to During the period from the date of this Agreement through the Effective Time: (i) CSB shall, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated its Subsidiaries to) , afford to the Company’s officersFirst Charter, employees, and its accountants, legal counsel, counsel and other representatives accessrepresentatives, reasonable access during normal business hours, hours to all its the properties, books, contracts, commitmentstax returns, commitments and records of CSB and its Subsidiaries at any time, and from time to time, for the purpose of conducting any review or investigation reasonably related to the Merger, and CSB and its Subsidiaries will cooperate fully with all such reviews and investigations. (ii) First Charter shall afford CSB and its accountants, counsel and other representatives reasonable access during normal business hours to the properties, books, contracts, tax returns, commitments and records of First Charter and its Subsidiaries at any time and from time to time, for the purpose of conducting any review or investigation reasonably related to the Merger, and First Charter and its Subsidiaries will cooperate fully with all such reviews and investigations. (other than b) During the portion of Associated Board of Director minutes which discuss this Merger). After period from the date of this Agreement and prior to through the Effective Time, upon reasonable notice, Associated CSB shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company First Charter (i) a copy of each Associated Bank Report filed by it (all Regulatory Reports referred to in SECTION 5.17 promptly upon the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities lawsfiling thereof, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report Tax Return filed by it and (iii) monthly and other interim financial statements in the form prepared by CSB for its internal use. During this period, CSB also shall notify First Charter promptly of any material change in the Condition of CSB or received any of its Subsidiaries. (c) Notwithstanding the foregoing provisions of this SECTION 8.01, no investigation by the parties hereto made heretofore or hereafter shall affect the representations and warranties of the parties which are contained herein, and each such representation and warranty shall survive such investigation. (d) Each of First Charter and CSB agrees that it (will keep confidential any information furnished to it by the other in connection with the transactions contemplated by this Agreement, except to the extent an SEC Report filed by it is available on XXXXX); that such information (i) was already known to First Charter or CSB, as the case may be, and was received from a source other than the other party or any of its respective Subsidiaries, directors, officers, employees or agents, (ii) thereafter was lawfully obtained from another source, or (iii) all is required to be disclosed to the SEC, the OCC, the Federal Reserve Board, FDIC, the Commission or any other information concerning the businessRegulatory Authority, propertiesor is otherwise required to be disclosed by law. Each of First Charter and CSB agrees not to use such information, and personnel of Associated or Associated Subsidiaries as to implement safeguards and procedures that are reasonably designed to prevent such information from being used, for any purpose other than in connection with the Company may reasonably requesttransactions contemplated by this Agreement. (be) Any information provided CSB shall cooperate, and shall cause its Subsidiaries, accountants, counsel and other representatives to cooperate, with First Charter and its accountants, counsel and other representatives, in connection with the Company preparation by AssociatedFirst Charter of any applications and documents required to obtain the Approvals, whether prior to or subsequent to which cooperation shall include providing all information, documents and appropriate representations as may be necessary in connection therewith. (f) From and after the date of this Agreement, each of First Charter and CSB shall use its reasonable best efforts to satisfy or cause to be kept confidential by the representatives of the Company (and shall be used by them only in connection with satisfied all conditions to their respective obligations under this Agreement. While this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when receivedis in effect, (ii) it hereafter becomes lawfully obtainable from other sourcesneither First Charter nor CSB shall take any actions, or (iii) it is required omit to be disclosed by the Company in take any document required to be filed with any government authority or agencyactions, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of would cause this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated become unenforceable in connection herewith without retaining a copy thereofaccordance with its terms.

Access and Information. (a) Prior to During the period from the date of this Agreement through the Effective Time: (i) the Company shall, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated its Subsidiaries to) , afford to the Company’s officers, employees, Sterling and its accountants, legal counsel, counsel and other representatives access, full access during normal business hours, hours to all its the properties, books, contracts, commitmentsTax Returns, Reports, commitments and records of the Company and its Subsidiaries at any time, and records from time to time, for the purpose of conducting any review or investigation reasonably related to this Agreement or the Merger, and the Company and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling provides the Company with reasonable notice of Sterling’s on-site visits and that Sterling does not unreasonably interfere with the business operations of the Company during the course of such visits; and (ii) Sterling shall upon reasonable notice make copies of the Sterling SEC Reports and other than information reasonably related to Sterling’s operations or financial performance available to the portion Company and its advisors for purposes of Associated any review or report to the Company Board of Director minutes which discuss this in evaluating the Merger). After . (b) During the period from the date of this Agreement and prior to through the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company shall furnish to Sterling (i) a copy of each Associated Bank Report all Reports which are filed by it (to the extent permitted by Law) after the date of this Agreement and prior to hereof promptly upon the Effective Time pursuant to the requirements of federal or state securities lawsfiling thereof, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report Tax Return filed by it or received by it (except to after the extent an SEC Report filed by it is available on XXXXX); date hereof, and (iii) all monthly and other information concerning interim financial statements in the business, properties, and personnel of Associated or Associated Subsidiaries as form prepared by the Company may reasonably requestfor its internal use. During this period, the Company shall notify Sterling promptly of any material change in the Condition of the Company or any of its Subsidiaries. (bc) Any information provided to During the Company by Associated, whether prior to or subsequent to period from the date of this AgreementAgreement through the Effective Time, the Company shall provide Sterling such additional information as Sterling may request from time to time regarding the loans, credit facilities and/or collateral therefor as may be kept specified by Sterling. The Company shall also make available to Sterling its loan files, correspondence and other records regarding any such specified loans, credit facilities and/or collateral. (d) Notwithstanding the foregoing provisions of this Section 8.1, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties that are contained herein and each such representation and warranty shall survive such investigation. (e) Sterling agrees that it will keep confidential any information furnished to it by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) by this Agreement which is reasonably designated as confidential at the time of delivery, except to the extent that such information (i) it was already known to such representatives when receivedSterling and was received from a source other than the Company or any of its Subsidiaries, directors, officers, employees or agents, (ii) it hereafter becomes thereafter was lawfully obtainable obtained from other sourcesanother source or was publicly disclosed by the Company or its agent or representative, or (iii) it is required to be disclosed by the Company in to any document Regulatory Authority, or is otherwise required to be filed disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with any government authority or agency, which disclosure shall be treated the transactions contemplated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosedthis Agreement. Upon any termination of this Agreement, Sterling will return to the Company or will destroy all documents furnished Sterling for its review and all copies of such documents made by Sterling. The Company agrees to keep confidential, in accordance with the provisions of this Section 8.1(e), any information furnished to it by Sterling in connection with the transactions contemplated by this Agreement pursuant that is reasonably designated as confidential at the time of delivery. The Company agrees not to Article VIII hereofuse any such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the transactions contemplated by this Agreement. Upon any termination of this Agreement, the Company agrees will return to promptly return Sterling or will destroy all documents containing any such confidential information furnished to the Company for its review and all copies of such documents that it has obtained from Associated in connection herewith without retaining a copy thereofmade by the Company.

Access and Information. (a) Prior to During the period from the date of this Agreement through the Effective Time, in a manner consistent with applicable Lawthe Company shall, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated its Subsidiaries to) , afford to the Company’s officers, employees, Sterling and its accountants, legal counsel, counsel and other representatives access, full access during normal business hours, hours to all its the properties, books, contracts, commitmentsTax Returns, Reports, commitments and records of the Company and its Subsidiaries at any time, and records from time to time, for the purpose of conducting any review or investigation reasonably related to this Agreement or the Merger, and the Company and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling provides the Company with reasonable notice of Sterling's on-site visits and that Sterling does not unreasonably interfere with the business operations of the Company during the course of such visits. (other than b) During the portion of Associated Board of Director minutes which discuss this Merger). After period from the date of this Agreement and prior to through the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company shall furnish to Sterling (i) a copy of each Associated Bank Report all Reports which are filed by it (to the extent permitted by Law) after the date of this Agreement and prior to hereof promptly upon the Effective Time pursuant to the requirements of federal or state securities lawsfiling thereof, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report Tax Return filed by it or received by it (except to after the extent an SEC Report filed by it is available on XXXXX); date hereof, and (iii) all monthly and other information concerning interim financial statements in the business, properties, and personnel of Associated or Associated Subsidiaries as form prepared by the Company may reasonably requestfor its internal use. During this period, the Company shall notify Sterling promptly of any material change in the Condition of the Company or any of its Subsidiaries. (bc) Any Notwithstanding the foregoing provisions of this Section 8.01, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties which are contained herein and each such representation and warranty shall survive such investigation. (d) Sterling agrees that it will keep confidential and not disclose to any third party any information provided furnished to it by the Company in connection with the transactions contemplated by Associated, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that such information (i) it was already known to such representatives when receivedSterling and was received from a source other than the Company or any of its Subsidiaries, directors, officers, employees or agents, (ii) it hereafter becomes thereafter was lawfully obtainable obtained from other sourcesanother source or was publicly disclosed by the Company or its agent or representative, or (iii) it is required to be disclosed by the Company in to any document Regulatory Authority, or is otherwise required to be filed disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with any government authority or agency, which disclosure shall be treated the transactions contemplated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosedthis Agreement. Upon any termination of this Agreement pursuant Agreement, Sterling will return to Article VIII hereof, the Company agrees to promptly return or will destroy all information documents furnished Sterling for its review and all copies of such documents that it has obtained from Associated in connection herewith without retaining a copy thereofmade by Sterling.

Access and Information. Throughout the Interim Period: (a) Prior to the Effective Time, in a manner consistent with applicable Law, and upon reasonable notice to PBF LLC, PBF LLC shall grant, or cause to be granted, to Eni and without unreasonable disruption its Representatives access during normal business hours to the business carried on books and records of the Company as it relates to the design, construction, commissioning, startup, as applicable, of the Renewable Diesel Facility (subject to any confidentiality agreements, applicable legal restrictions and any applicable legal privileges); (b) PBF LLC shall use commercially reasonable efforts to furnish, or cause to be furnished, to Eni and its Representatives all data and information concerning the operation of the Renewable Diesel Facility, to the extent applicable, that may reasonably be requested by Associated or the Associated Subsidiaries, Associated shall (Eni and shall use all commercially reasonable efforts to make available, or cause to be made available, such personnel of PBF LLC or its Affiliates as may reasonably be requested; (c) PBF LLC shall furnish, or cause to be furnished, periodically every fifteen (15) days, save otherwise specified in the Associated Subsidiaries tosubparagraphs below, to Eni and its Representatives or, as specified below, to the Clean Team (as defined in Section 5.03(d)(i)), an operating report that shall include, among the others: (i) afford the working capital summary relating to the Renewable Diesel Facility, with the specific indication of the main components; (ii) to the Clean Team: the inventory buildup of the Renewable Diesel Facility, including prices, duration, volumes, applicable INCOTERMS, type of feedstock/products; (iii) a summary of costs incurred by PBF Formation Party and its Affiliates relating the Renewable Diesel Facility; (iv) updates on the status of the construction and, if applicable, operations of the Renewable Diesel Facility, and (v) on a monthly basis, management reports on the Company’s officersoperations and business. Notwithstanding the preceding sentences to the contrary, employees, accountants, legal counselnothing in this Agreement shall be construed to permit Eni or its Representatives to have access to, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, the books and records of the Company, or in relation to the Renewable Diesel Facility, shall not include, any files, records, contracts or documents of the PBF LLC, the Company or their respective Affiliates relating to (other than x) PBF LLC’s or its Affiliate’s inter-company or intra-company feedstock and product pricing information, internal transfer prices, hedging activity records and internal hydrocarbon inventory valuation procedures and records; (y) the portion of Associated Board of Director minutes which discuss this Merger). After the date negotiation or execution of this Agreement and prior to the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company (i) a copy of each Associated Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are availableTransaction Agreement; or (iiz) a copy of each Associated SEC Report filed by it or received by it Competitively Sensitive Information (except to the extent that any such information is shared through a Clean Team in accordance with Section 5.03(d)). (d) PBF LLC and Eni will cooperate in establishing Clean Teams where required or advisable in order to facilitate the review of Competitively Sensitive Information that may be reasonably necessary for due diligence purposes related to the JV Transaction. Sharing of Competitively Sensitive Information is subject to the following: (i) Competitively Sensitive Information shall be disclosed by PBF LLC to Eni (x) to individuals who are employed or engaged as a consultant and/or other external service provider, depending on the nature of the Competitively Sensitive Information, engaged by Eni or (y) to individuals who (1) have no operational role at Eni in which he or she would be likely to use such Competitively Sensitive Information for competitive purposes, and (2) sign an SEC Report filed acknowledgement to restrict use and disclosure of such Competitively Sensitive Information in a form approved by it PBF LLC and Eni (collectively, the “Clean Team”). (ii) PBF LLC, on behalf of itself, the Company and its Affiliates, shall have the sole right to determine the scope of documents to disclose to the Clean Team in response to requests by Eni to review Competitively Sensitive Information for the purpose of evaluating the JV Transaction, the Project and the Company. (iii) PBF LLC, on behalf of itself, the Company and its Affiliates, shall have the ability in its discretion to designate certain Competitively Sensitive Information as “Outside Counsel Only” or otherwise marked so as to prevent its review by Eni other than outside counsel. (iv) Eni, on behalf of itself and Eni Formation Party, represents and warrants to PBF LLC, PBF Formation Party and the Company that none of the individuals who will participate on the Clean Team currently have, or are reasonably likely to have, in the foreseeable future (which in any event does not cover periods of time longer than six (6) months after such individuals have had access to Competitively Sensitive Information), direct pricing, sales, or marketing responsibilities for Eni (or Eni Formation Party) in direct competition with the business of the Company. Eni, on behalf of itself and Eni Formation Party, represents and warrants to PBF LLC, PBF Formation Party and the Company that the review of any Competitively Sensitive Information that may be made available to Eni is available on XXXXXreasonably necessary for its evaluation of the JV Transaction, the Project and the Company. (v) Eni agrees and agrees to cause each member of the Clean Team that are employees of Eni or its Affiliates: (1) to maintain the confidentiality of Competitively Sensitive Information; (2) not to disclose Competitively Sensitive Information to any Persons other than the Clean Team; (3) if Closing is not consummated, to return or destroy all Competitively Sensitive Information promptly upon request of PBF LLC (with such destruction to be certified in writing by the authorized officer of Eni supervising such destruction), in accordance with the confidentiality undertakings of this Agreement; and (iii4) all not to use Competitively Sensitive Information for purposes other information concerning than evaluating the businessJV Transaction, properties, and personnel of Associated or Associated Subsidiaries as the Company may reasonably request. (b) Any information provided to the Company by Associated, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement Project and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by the Company in any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereofCompany.

Access and Information. (a) Prior to the Effective TimeUpon reasonable notice, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated PFSB shall (and shall cause the Associated PFSB's Subsidiaries to) afford to the Company’s officersFFBI and its representatives (including, employeeswithout limitation, accountantsdirectors, legal officers and employees of FFBI and its affiliates and counsel, accountants and other representatives access, professionals retained by FFBI) such reasonable access during normal business hours, to all its properties, books, contracts, commitments, and records (other than hours throughout the portion of Associated Board of Director minutes which discuss this Merger). After the date of this Agreement and period prior to the Effective TimeTime to the books, upon records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to PFSB and PFSB's Subsidiaries as FFBI may reasonably request. Upon reasonable notice, Associated FFBI shall (and shall cause First Federal to) afford PFSB and its representatives (including, without limitation, directors, officers and employees of PFSB and its affiliates and counsel, accountants and other professionals retained by PFSB) such reasonable access during normal business hours throughout the Associated period prior to the Effective Time to the executive officers of FFBI and First Federal and to such information regarding FFBI and its Subsidiaries as PFSB may reasonably request. No investigation by any party pursuant to this SECTION 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, PFSB shall, and shall cause PFSB's Subsidiaries to) furnish , promptly to the Company provide FFBI with (i) a copy of each Associated Bank Report report, schedule, registration statement and other document filed or received by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal the Securities Act or state securities lawsthe Exchange Act, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report report filed by it with federal or received by it state banking regulators, (except iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the extent an SEC Report filed by it is available on XXXXX); public and (iiiiv) all other information concerning the its business, properties, properties and personnel of Associated or Associated Subsidiaries as the Company FFBI may reasonably request. (b) Any information provided . Notwithstanding the foregoing, neither PFSB nor its Subsidiaries shall be required to the Company by Associated, whether prior provide access to or subsequent to disclose information where such access or disclosure relates to any party's compliance with this Agreement or would violate the rights of such entity's customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement, shall be kept confidential by . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the representatives restrictions of the Company previous sentence apply. (c) FFBI will not, and shall be used by them only in connection with will cause its representatives not to, use any information obtained pursuant to this Agreement and SECTION 5.3 for any purpose unrelated to the consummation of the transactions contemplated hereby) except by this Agreement. Subject to the extent that requirements of applicable law, FFBI will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this SECTION 5.3 unless such information (i) it was already known to such representatives when receivedFFBI or an affiliate of FFBI, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) it hereafter becomes lawfully obtainable available to FFBI or an affiliate of FFBI from other sourcessources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, or (iii) it is required to be disclosed by with the Company in any document required to be filed with any government authority prior written approval of PFSB or agency, which disclosure shall be treated by (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII date hereof, representatives of FFBI and PFSB shall meet on a regular basis to discuss and plan for the Company agrees conversion of PFSB's and its Subsidiaries' data processing and related electronic informational systems to promptly return all information those used by FFBI and documents that it has obtained from Associated in connection herewith without retaining a copy thereofits Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Prior to the Effective TimeUpon reasonable notice, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated GFSB shall (and shall cause the Associated GFSB's Subsidiaries to) afford to the Company’s officersFFBSW and its representatives (including, employeeswithout limitation, accountantsdirectors, legal officers and employees of FFBSW and its affiliates and counsel, accountants and other representatives access, professionals retained by FFBSW) such reasonable access during normal business hours, to all its properties, books, contracts, commitments, and records (other than hours throughout the portion of Associated Board of Director minutes which discuss this Merger). After the date of this Agreement and period prior to the Effective TimeTime to the books, upon records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to GFSB and GFSB's Subsidiaries as FFBSW may reasonably request. Upon reasonable notice, Associated FFBSW shall (and shall cause First Federal Bank to) afford GFSB and its representatives (including, without limitation, directors, officers and employees of GFSB and its affiliates and counsel, accountants and other professionals retained by GFSB) such reasonable access during normal business hours throughout the Associated period prior to the Effective Time to the executive officers of FFBSW and First Federal Bank and to such information regarding FFBSW and its Subsidiaries as GFSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, GFSB shall, and shall cause GFSB's Subsidiaries to) furnish , promptly to the Company provide FFBSW with (i) a copy of each Associated Bank Report report, schedule, registration statement and other document filed or received by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal the Securities Act or state securities lawsthe Exchange Act, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report report filed by it with federal banking regulators, (iii) a copy of each periodic report to its senior management and all materials relating to its business or received by it operations furnished to its Board of Directors, (except iv) a copy of each press release made available to the extent an SEC Report filed by it is available on XXXXX); public and (iiiiv) all other information concerning the its business, properties, properties and personnel of Associated or Associated Subsidiaries as the Company FFBSW may reasonably request. (b) Any information provided . Notwithstanding the foregoing, neither GFSB nor its Subsidiaries shall be required to the Company by Associated, whether prior provide access to or subsequent to disclose information where such access or disclosure relates to any party's compliance with this Agreement or would violate the rights of such entity's customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement, shall be kept confidential by . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the representatives restrictions of the Company previous sentence apply. (c) GFSB and shall be used by them only in connection with FFBSW will not, and will cause its representatives not to, use any information obtained pursuant to this Agreement and Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated hereby) except by this Agreement. Subject to the extent that requirements of applicable law, GFSB and FFBSW will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) it was already known to such representatives when receivedparty or an affiliate, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) it hereafter becomes lawfully obtainable available to such party or an affiliate from other sourcessources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, or (iii) it is required to be disclosed by with the Company in any document required to be filed with any government authority prior written approval of the other party or agency, which disclosure shall be treated by (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII date hereof, representatives of FFBSW and GFSB shall meet on a regular basis to discuss and plan for the Company agrees conversion of GFSB's and its Subsidiaries' data processing and related electronic informational systems to promptly return all information those used by FFBSW and documents that it has obtained from Associated in connection herewith without retaining a copy thereofits Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Prior to During the period from the date of this Agreement through the Effective Time: (i) the Bank shall, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated its Subsidiaries to) , afford to the Company’s officers, employees, Sterling and its accountants, legal counsel, counsel and other representatives access, full access during normal business hours, hours to all its the properties, books, contracts, commitmentsTax Returns, Reports, commitments and records of the Bank and its Subsidiaries at any time, and records from time to time, for the purpose of conducting any review or investigation reasonably related to this Agreement or the Merger, and the Bank and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling gives the Bank reasonable notice of Sterling’s on-site visits and that Sterling does not unreasonably interfere with the business operations of the Bank during the course of such visits; and (ii) Sterling shall upon reasonable notice make copies of the Sterling SEC Reports and other than information reasonably related to Sterling’s operations or financial performance available to the portion Bank and its advisors for purposes of Associated any review or report to the Bank Board of Director minutes which discuss this in evaluating the Merger). After . (b) During the period from the date of this Agreement and prior to through the Effective Time, upon reasonable notice, Associated the Bank shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company Sterling (i) a copy of each Associated Bank Report all Reports which are filed by it (to the extent permitted by Law) after the date of this Agreement and prior to hereof promptly upon the Effective Time pursuant to the requirements of federal or state securities lawsfiling thereof, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report Tax Return filed by it or received by it (except to after the extent an SEC Report filed by it is available on XXXXX); date hereof, and (iii) all monthly and other information concerning interim financial statements in the businessform prepared by the Bank for its internal use. During this period, properties, and personnel the Bank shall notify Sterling promptly of Associated any material change in the Condition of the Bank or Associated Subsidiaries as the Company may reasonably requestany of its Subsidiaries. (bc) Any information provided to During the Company by Associated, whether prior to or subsequent to period from the date of this AgreementAgreement through the Effective Time, the Bank shall provide Sterling such additional information as Sterling may request from time to time regarding the loans, credit facilities and/or collateral therefor as may be kept specified by Sterling. The Bank shall also make available to Sterling its loan files, correspondence and other records regarding any such specified loans, credit facilities and/or collateral. (d) Notwithstanding the foregoing provisions of this Section 8.1, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties which are contained herein and each such representation and warranty shall survive such investigation. (e) Sterling agrees that it will keep confidential any information furnished to it by the representatives of the Company (and shall be used by them only Bank in connection with this Agreement and the transactions contemplated hereby) by this Agreement which is reasonably designated as confidential at the time of delivery, except to the extent that such information (i) it was already known to such representatives when receivedSterling and was received from a source other than the Bank or any of its Subsidiaries, directors, officers, employees or agents, (ii) it hereafter becomes thereafter was lawfully obtainable obtained from other sourcesanother source or was publicly disclosed by the Bank or its agent or representative, or or (iii) it is required to be disclosed by the Company in to any document Regulatory Authority, or is otherwise required to be filed disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with any government authority or agency, which disclosure shall be treated the transactions contemplated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosedthis Agreement. Upon any termination of this Agreement, Sterling will return to the Bank or will destroy all documents furnished Sterling for its review and all copies of such documents made by Sterling. The Bank agrees to keep confidential, in accordance with the provisions of this Section 8.1(e), any information furnished to it by Sterling in connection with the transactions contemplated by this Agreement pursuant that is reasonably designated as confidential at the time of delivery. The Bank agrees not to Article VIII hereofuse any such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the transactions contemplated by this Agreement. Upon any termination of this Agreement, the Company agrees Bank will return to promptly return Sterling or will destroy all documents containing any such confidential information furnished to the Bank for its review and all copies of such documents that it has obtained from Associated in connection herewith without retaining a copy thereofmade by the Bank.

Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law, Time and upon reasonable notice and without unreasonable disruption to the business carried on by Associated the Company or the Associated Company Subsidiaries, Associated the Company shall (and shall cause the Associated Company Subsidiaries to) afford to the Company’s Associated's officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Associated Board Company board of Director director minutes which discuss this Mergeror any other merger proposals or Competing Transactions). After the date of this Agreement and prior Prior to the Effective Time, upon reasonable notice, Associated the Company shall (and shall cause the Associated Company Subsidiaries to) furnish promptly to the Company Associated (i) a copy of each Associated Company Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, the HOLA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated Company SEC Report filed by it or received by it (except to after the extent an SEC Report filed by it is available on XXXXX)date of this Agreement; and (iii) all other information concerning the business, properties, and personnel monthly consolidated financial statements of Associated or Associated Subsidiaries as the Company may reasonably requestand the Company Subsidiaries. (b) Any information provided to Associated by the Company by Associatedor any of the Company Subsidiaries, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of the Company Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by the Company Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company Associated agrees to promptly return all information and documents that it has obtained from Associated the Company in connection herewith without retaining a copy thereofherewith.

Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable Law, Time and upon reasonable notice and without unreasonable disruption to the business carried on by Associated the Company or the Associated Company Subsidiaries, Associated the Company shall (and shall cause the Associated Company Subsidiaries to) afford to the CompanyAssociated’s officers, employees, accountants, legal counsel, and other representatives access, during normal business hours, to all its properties, books, contracts, commitments, and records (other than the portion of Associated Board Company board of Director director minutes which discuss this Mergeror any other merger proposals or Competing Transactions). After the date of this Agreement and prior Prior to the Effective Time, upon reasonable notice, Associated the Company shall (and shall cause the Associated Company Subsidiaries to) furnish promptly to the Company Associated (i) a copy of each Associated Company Bank Report filed by it (to the extent permitted by Law) after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, the HOLA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated Company SEC Report filed by it or received by it (except to after the extent an SEC Report filed by it is available on XXXXX)date of this Agreement; and (iii) all other information concerning the business, properties, and personnel monthly consolidated financial statements of Associated or Associated Subsidiaries as the Company may reasonably requestand the Company Subsidiaries. (b) Any information provided to Associated by the Company by Associatedor any of the Company Subsidiaries, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of the Company Associated (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by the Company Associated in any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company Associated as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company Associated agrees to promptly return all information and documents that it has obtained from Associated the Company in connection herewith without retaining a copy thereofherewith.

Access and Information. (a) Prior to During the period from the date of this Agreement through the Effective Time: (i) the Company shall, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated its Subsidiaries to) , afford to the Company’s officers, employees, Sterling and its accountants, legal counsel, counsel and other representatives access, full access during normal business hours, hours to all its the properties, books, contracts, commitmentsTax Returns, Reports, commitments and records of the Company and its Subsidiaries at any time, and records from time to time, for the purpose of conducting any review or investigation reasonably related to this Agreement or the Merger, and the Company and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling provides the Company with reasonable notice of Sterling’s on-site visits and that Sterling does not unreasonably interfere with the business operations of the Company during the course of such visits; and (ii) Sterling shall upon reasonable notice make copies of the Sterling SEC Reports and other than information reasonably related to Sterling’s operations or financial performance available to the portion Company and its advisors for purposes of Associated any review or report to the Company Board of Director minutes which discuss this in evaluating the Merger). After . (b) During the period from the date of this Agreement and prior to through the Effective Time, upon reasonable notice, Associated shall (and shall cause the Associated Subsidiaries to) furnish promptly to the Company shall furnish to Sterling (i) a copy of each Associated Bank Report all Reports which are filed by it (to the extent permitted by Law) after the date of this Agreement and prior to hereof promptly upon the Effective Time pursuant to the requirements of federal or state securities lawsfiling thereof, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report Tax Return filed by it or received by it (except to after the extent an SEC Report filed by it is available on XXXXX); date hereof, and (iii) all monthly and other information concerning interim financial statements in the business, properties, and personnel of Associated or Associated Subsidiaries as form prepared by the Company may reasonably requestfor its internal use. During this period, the Company shall notify Sterling promptly of any material change in the Condition of the Company or any of its Subsidiaries and Sterling shall provide the Company promptly with any 8-Ks filed by Sterling during this period. (bc) Any information provided to During the Company by Associated, whether prior to or subsequent to period from the date of this AgreementAgreement through the Effective Time, the Company shall provide Sterling such additional information as Sterling may request from time to time regarding the loans, credit facilities and/or collateral therefor as may be kept specified by Sterling. The Company shall also make available to Sterling its loan files, correspondence and other records regarding any such specified loans, credit facilities and/or collateral. (d) Notwithstanding the foregoing provisions of this Section 8.1, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties which are contained herein and each such representation and warranty shall survive such investigation. (e) Sterling agrees that it will keep confidential any information furnished to it by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) by this Agreement which is reasonably designated as confidential at the time of delivery, except to the extent that such information (i) it was already known to such representatives when receivedSterling and was received from a source other than the Company or any of its Subsidiaries, directors, officers, employees or agents, (ii) it hereafter becomes thereafter was lawfully obtainable obtained from other sourcesanother source or was publicly disclosed by the Company or its agent or representative, or (iii) it is required to be disclosed by the Company in to any document Regulatory Authority, or is otherwise required to be filed disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with any government authority or agency, which disclosure shall be treated the transactions contemplated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosedthis Agreement. Upon any termination of this Agreement, Sterling will return to the Company or will destroy all documents furnished Sterling for its review and all copies of such documents made by Sterling. The Company agrees to keep confidential, in accordance with the provisions of this Section 8.1(e), any information furnished to it by Sterling in connection with the transactions contemplated by this Agreement pursuant that is reasonably designated as confidential at the time of delivery. The Company agrees not to Article VIII hereofuse any such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the transactions contemplated by this Agreement. Upon any termination of this Agreement, the Company agrees will return to promptly return Sterling or will destroy all documents containing any such confidential information furnished to the Company for its review and all copies of such documents that it has obtained from Associated in connection herewith without retaining a copy thereofmade by the Company.

Access and Information. (a) Prior to the Effective Time, in a manner consistent with applicable LawCompany shall, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated its Subsidiaries to) , upon reasonable notice, afford to the Company’s officers, employeesParent and its counsel, accountants, legal counsel, consultants and other authorized representatives reasonable access, during normal business hours, to all its the employees, properties, books, contracts, commitments, books and records (other than of Company and its Subsidiaries so that they may have the portion opportunity to make such investigations of Associated Board the business and affairs of Director minutes which discuss Company and its Subsidiaries as they reasonably desire; PROVIDED, HOWEVER, that such investigation shall not affect the representations and warranties made by Company in this Merger)Agreement. After the date of this Agreement and prior Prior to the Effective Timetheir filing, upon reasonable notice, Associated Company shall (and shall cause the Associated Subsidiaries to) furnish as promptly as practicable to the Company (i) Parent a copy of each Associated Bank Report registration statement, prospectus, report, schedule, form, statement and other document that will be filed by it (to the extent permitted by Law) or any of its Subsidiaries after the date of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities lawsLaws, the BHCANew York Stock Exchange, Inc. or the DGCL. Company shall cause its officers and employees, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such additional financial and operating data and other information and respond to such inquiries as Parent from time to time reasonably requests. All of the requirements of this SECTION 5.3 shall be subject to any other federal prohibitions or state banking laws, or any other limitations of applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report filed by it or received by it (except law and shall be subject to the extent an SEC Report filed by it is available on XXXXX); and (iii) all other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries as the Company may reasonably requestConfidentiality Agreement. (b) Any information provided Prior to the Effective Time, Company by Associated, whether prior shall promptly provide Parent with copies of all monthly and other interim financial statements as the same become available and shall cause one or more of its designated representatives to or subsequent to the date of this Agreement, shall be kept confidential by the confer on a regular basis with representatives of Parent upon Parent's reasonable request. Company shall provide Parent with prompt written notice of any material change in the business or affairs of Company or any of its Subsidiaries and of any complaints, investigations or hearings (and shall or communications indicating that the same may be used contemplated) by them only in connection with this Agreement and Governmental Entities, or the institution or, to its knowledge, the threat of material litigation (including all litigation relating to the transactions contemplated hereby) except ), and Company shall keep Parent fully informed of such events. Parent shall provide Company with prompt written notice of the institution or, to its knowledge, the threat of litigation relating to the extent that transactions contemplated hereby. (ic) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by Company shall provide Parent with a correct and complete list of all Foreign Benefit Plans within 30 days following the Company in any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII date hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereof.

Access and Information. (a) Prior to the Effective TimeThe Company shall, in a manner consistent with applicable Law, and upon reasonable notice and without unreasonable disruption to the business carried on by Associated or the Associated Subsidiaries, Associated shall (and shall cause the Associated Subsidiaries each Company Subsidiary to) , afford to the Company’s BMO and BFC, and their respective directors, officers, employees, accountants, legal counsel, counsel and other representatives (collectively, the "BMO Representatives") access, during normal business hoursthe period from the date hereof to the Effective Time, to all its the properties, assets, books, contracts, commitmentsreturns, reports and records of the Company and the Company Subsidiaries, and records (other than the portion of Associated Board of Director minutes which discuss this Merger). After the date of this Agreement and prior to the Effective TimeCompany shall, upon reasonable notice, Associated shall (and shall cause the Associated Company Subsidiaries to) , furnish to BMO and BFC such other information concerning the respective businesses, properties and personnel of the Company and each Company Subsidiary as BMO or BFC may reasonably request. BMO and BFC shall keep confidential, and shall cause the BMO Representatives to keep confidential, any such information so obtained from the Company and the Company Subsidiaries, including lists of the Company's shareholders furnished to BMO or BFC in accordance with the terms of Section 4.5 hereof; PROVIDED, HOWEVER, that the foregoing restriction shall not apply to any such information which is or comes into the public domain otherwise than as a result of a breach of the provisions of this Section, was in the possession of BMO, BFC or any BMO Representative prior to the negotiations with the Company relating to this Agreement or at any time comes into the possession of BMO, BFC or any BMO Representative from third parties who have the right to disclose such information otherwise than in connection with this Agreement. In the event that this Agreement is terminated without the Merger having been consummated, BMO and BFC shall, and shall cause the BMO Representatives to, return promptly to the Company (i) a copy all such information, which was obtained by BMO or BFC in written form, in their possession. The confidentiality provisions of each Associated Bank Report filed by it (any agreement between BMO or its affiliates and the Company shall remain in effect, to the extent permitted by Law) after the date still relevant in light of this Agreement and prior to the Effective Time pursuant to the requirements of federal or state securities laws, the BHCA, any other federal or state banking laws, or any other applicable laws promptly after such documents are available; (ii) a copy of each Associated SEC Report filed by it or received by it (except to the extent an SEC Report filed by it is available on XXXXX); and (iii) all other information concerning the business, properties, and personnel of Associated or Associated Subsidiaries as the Company may reasonably request. (b) Any information provided to the Company by Associated, whether prior to or subsequent to the date of this Agreement, shall be kept confidential by the representatives of the Company (and shall be used by them only in connection with this Agreement and the transactions contemplated hereby) except to the extent that (i) it was already known to such representatives when received, (ii) it hereafter becomes lawfully obtainable from other sources, or (iii) it is required to be disclosed by the Company in any document required to be filed with any government authority or agency, which disclosure shall be treated by the Company as if it were disclosing its own information and limited to the minimum amount of information required to be disclosed. Upon any termination of this Agreement pursuant to Article VIII hereof, the Company agrees to promptly return all information and documents that it has obtained from Associated in connection herewith without retaining a copy thereof.