Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) Each of NBF and the NBF Subsidiaries shall permit Provident Bank and its representatives reasonable access to its properties, and shall disclose and make available to them all books, papers and records relating to the assets, properties, operations, obligations and liabilities of NBF and its subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Provident Bancorp may have a reasonable interest. NBF shall make its officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Provident Bank and its representatives. NBF shall permit a representative of Provident Bank to attend any meeting of NBF's Board of Directors or the Executive Committees thereof (provided that NBF shall not be required to permit the Provident Bank representative to remain present during any confidential discussion of the Agreement and the transactions contemplated thereby). The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated August , 2001, between NBF and Provident Bancorp (the "Confidentiality Agreement"). NBF shall permit Provident Bank, at Provident Bank's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by NBF, provided that any phase I environmental audit is contracted for within thirty days of the date of this agreement and commenced as soon as practicable thereafter. (b) Provident Bancorp agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, NBF and each NBF Subsidiary shall permit employees of Provident Bank reasonable access to information relating to problem loans, loan restructurings and loan work-outs of NBF. (d) If the transactions contemplated by this Agreement shall not be consummated, NBF and Provident Bank will each destroy or return all documents and records obtained from the other party or its representatives during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. NBF and Provident Bank shall each give prompt written notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) Each of NBF Prestige Bancorp and the NBF Subsidiaries Prestige Bank shall permit Provident Bank Northwest Bancorp and its representatives reasonable access to its properties, and shall disclose and make available to them all books, papers and records relating to the assets, properties, operations, obligations and liabilities of NBF Prestige Bancorp and its subsidiariesPrestige Bank, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other thereof) (other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholdersshareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Provident Northwest Bancorp may have a reasonable interestinterest (provided that Prestige Bancorp shall not be required to provide access to any information that would violate its, or Prestige Bank's, attorney-client privilege or would violate applicable law, regulation, or confidentiality agreement identified in Prestige Bancorp Disclosure Schedule 5.02(a)). NBF Prestige Bancorp and Prestige Bank shall make its their respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Provident Bank Northwest Bancorp and its representatives. NBF In addition, from the date of this Agreement through the Closing Date, Prestige Bancorp and Prestige Bank shall permit a representative employees of Provident Bank Northwest Bancorp reasonable access to attend any meeting information relating to problem loans, loan restructurings and loan workouts of NBF's Board of Directors or the Executive Committees thereof (provided that NBF shall not be required to permit the Provident Bank representative to remain present during any confidential discussion of the Agreement Prestige Bancorp and the transactions contemplated thereby)Prestige Bank. The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality set forth in a letter agreement, dated August October 9, 2001, between NBF Prestige Bancorp and Provident Northwest Bancorp (the "Confidentiality Agreement"). NBF shall permit Provident Bank, at Provident Bank's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by NBF, provided that any phase I environmental audit is contracted for within thirty days of the date of this agreement and commenced as soon as practicable thereafter. (b) Provident Northwest Bancorp agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other partyPrestige Bancorp and Prestige Bank. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, NBF and each NBF Subsidiary shall permit employees of Provident Bank reasonable access to information relating to problem loans, loan restructurings and loan work-outs of NBF. (d) If the transactions contemplated by this Agreement shall not be consummated, NBF Prestige Bancorp and Provident Bank Northwest Bancorp will each destroy or return all documents and records obtained from the other party or its representatives representatives, during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. NBF Prestige Bancorp and Provident Bank Northwest Bancorp shall each give prompt written notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) Each of NBF and the NBF Subsidiaries Heritage Bank shall permit Provident Baltimore County Bank and its representatives reasonable access to its propertiesproperties during normal business hours, and shall disclose and make available to them all books, papers and records relating to the assets, properties, operations, obligations and liabilities of NBF and its subsidiariesHeritage Bank, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityRegulatory Authority, accountants' work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Provident Bancorp BCSB may have a reasonable interest. NBF Heritage Bank shall make its officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Provident Baltimore County Bank and its representatives. NBF WHG and Heritage Bank shall each permit a representative of Provident Baltimore County Bank to attend any meeting of NBF's its Board of Directors or the Executive Committees thereof (provided that NBF neither WHG nor Heritage Bank shall not be required to permit the Provident Baltimore County Bank representative to remain present during any confidential discussion of the Agreement and the transactions contemplated thereby). The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated August January 7, 20012002, between NBF FinPro, Inc., on behalf of Heritage Bank, and Provident Bancorp BCSB (the "Confidentiality Agreement"). NBF Heritage Bank shall permit Provident Baltimore County Bank, at Provident Baltimore County Bank's sole expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by NBFHeritage Bank, provided that any phase I environmental audit is contracted for within thirty days of the date of this agreement Agreement and commenced as soon as practicable thereafter. (b) Provident Bancorp BCSB agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, NBF Heritage Bank and each NBF WHG Subsidiary shall permit employees of Provident Baltimore County Bank reasonable access to information relating to problem loans, loan restructurings and loan work-outs of NBFHeritage Bank. (d) If the transactions contemplated by this Agreement shall not be consummated, NBF Heritage Bank and Provident Baltimore County Bank will each destroy or return all documents and records obtained from the other party or its representatives during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. NBF Heritage Bank and Provident Baltimore County Bank shall each give prompt written notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) Each of NBF Greensburg Bancshares and the NBF Subsidiaries Greensburg shall permit Provident Bank First Guaranty Bancshares and its representatives reasonable access during regular business hours to its properties, and shall disclose and make available to them all books, papers and records in their possession relating to the assets, properties, operations, obligations and liabilities of NBF and its subsidiariesGreensburg Bancshares, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other thereof) (other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' ’ work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Provident Bancorp First Guaranty Bancshares may have a reasonable interestinterest (provided that Greensburg Bancshares shall not be required to provide access to any information that would violate its attorney-client privilege, any applicable law or regulation, the terms of any confidentiality or non-disclosure agreement, or the Confidentiality Agreement identified in this Section 5.02(a)). NBF Greensburg Bancshares shall make its respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available at reasonable times upon reasonable request to confer with Provident Bank First Guaranty Bancshares and its representatives. NBF In addition, from the date of this Agreement through the Closing Date, Greensburg Bancshares shall permit a representative employees of Provident Bank First Guaranty Bancshares reasonable access to attend any meeting information relating to problem loans, loan restructurings and loan workouts of NBF's Board of Directors or the Executive Committees thereof (provided that NBF shall not be required to permit the Provident Bank representative to remain present during any confidential discussion of the Agreement Greensburg Bancshares and the transactions contemplated thereby)Greensburg. The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality set forth in a letter agreement, dated August June 24, 20012010, between NBF Greensburg Bancshares and Provident Bancorp Greensburg and First Guaranty Bancshares and First Guaranty Bank (the "“Confidentiality Agreement"”). NBF shall permit Provident Bank, at Provident Bank's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by NBF, provided that any phase I environmental audit is contracted for within thirty days of the date of this agreement and commenced as soon as practicable thereafter. (b) Provident Bancorp First Guaranty Bancshares agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other partyGreensburg Bancshares and Greensburg. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, NBF and each NBF Subsidiary shall permit employees of Provident Bank reasonable access to information relating to problem loans, loan restructurings and loan work-outs of NBF. (d) If the transactions contemplated by this Agreement shall not be consummated, NBF Greensburg Bancshares, Greensburg, First Guaranty Bancshares and Provident First Guaranty Bank will each destroy or return all documents and records obtained from the other party or its representatives representatives, during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. NBF Greensburg Bancshares, Greensburg First Guaranty Bancshares and Provident First Guaranty Bank shall each give prompt written notice to the other party of any contemplated disclosure where such disclosure is so legally required. Furthermore, the parties hereto shall not use any such information for any competitive or commercial purposes.

Access; Confidentiality. (a) Each of NBF and the NBF Subsidiaries WEST ESSEX shall permit Provident Bank Kearny and its representatives reasonable access to its properties, and shall disclose properties and make available to them all books, papers and records relating to the assets, properties, operations, obligations and liabilities of NBF and its subsidiariesWEST ESSEX, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other thereof) (other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Provident Bancorp Kearny may have a reasonable interestinterest (provided that WEST ESSEX shall not be required to provide access to any information that would violate their attorney-client privilege or any employee or customer privacy policies, laws or regulations). NBF WEST ESSEX shall make its respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Provident Bank Kearny and its representatives. NBF WEST ESSEX Bank shall permit provide in a representative timely manner to Bank's officer in charge of Provident Bank retail banking copies of current rate sheets for all deposit and loan products. WEST ESSEX shall provide Kearny with access to attend any meeting documents and records and access to and a license to enter the WEST ESSEX Properties and the Participation Facilities to conduct, at Kearny's sole expense, an environmental assessment of NBF's Board of Directors or the Executive Committees thereof WEST ESSEX Properties and the Participation Facilities (the "Environmental Assessment"); provided that NBF shall not such Environmental Assessment is scheduled to be required to permit conducted within thirty days of the Provident Bank representative to remain present during any confidential discussion date of the Agreement and commenced within forty-five days of the transactions contemplated thereby)date of the Agreement. The Environmental Assessment may include, without limitation, inspections of the WEST ESSEX Properties and the Participation Facilities, invasive soil, surface water, groundwater and sediment sampling and a review of records maintained by federal, state, regional, county or local governmental authorities relating to WEST ESSEX, the WEST ESSEX Properties or the Participation Facilities. The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated August June 26, 20012002, between NBF WEST ESSEX and Provident Bancorp Kearny (the "Confidentiality Agreement"). NBF shall permit Provident Bank, at Provident Bank's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by NBF, provided that any phase I environmental audit is contracted for within thirty days of the date of this agreement and commenced as soon as practicable thereafter. (b) Provident Bancorp Kearny agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, NBF and each NBF Subsidiary WEST ESSEX shall permit employees of Provident Bank reasonable access to information relating to problem loans, loan restructurings and loan work-outs of NBFWEST ESSEX Bank. (d) If Without in any way limiting the transactions contemplated generality of this Section 5.02, WEST ESSEX shall provide to Kearny within 30 days after the last day of each calendar month between the date hereof and the Closing Date (i) consolidated financial statements (including a balance sheet and income statement) as of, and for the period ended, on such last day, in the form in which such statements are prepared for use by this Agreement shall not be consummatedWEST ESSEX's management, NBF and Provident Bank will each destroy or return all documents and records obtained from the (ii) such other party or its representatives during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. NBF and Provident Bank shall each give prompt written notice to the other party of any contemplated disclosure where such disclosure is so legally requiredcustomarily prepared for use by WEST ESSEX's management as Kearny may request.

Access; Confidentiality. (a) Each of NBF and the NBF Subsidiaries Skibo shall permit Provident Bank Northwest and its representatives reasonable access reasonablx xxxess to its properties, and shall disclose properties and make available to them all books, papers and records relating to the assets, properties, operations, obligations and liabilities of NBF and its subsidiariesSkibo, including, but not limited to, all books of account (including xxxxxding the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other thereof) (other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Provident Bancorp Northwest may have a reasonable interestinterest (provided that Skibo shall not be required to provide access to any informatixx xhat would violate its attorney-client privilege or any employee or customer privacy policies, laws or regulations). NBF Skibo shall make its respective officers, employees and agents and authorized xxx xuthorized representatives (including counsel and independent public accountants) available to confer with Provident Bank Northwest and its representatives. NBF First Carnegie shall provide in a timely manner to Northwest Bank's officer in charge of retail banking copies of current rate sheets for all deposit and loan products. Skibo shall permit a representative of Provident Bank to attend any meeting of NBF's Board of Directors or the Executive Committees thereof (provided that NBF shall not be required to permit the Provident Bank representative to remain present during any confidential discussion of the Agreement and the transactions contemplated thereby). The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated August , 2001, between NBF and Provident Bancorp (the "Confidentiality Agreement"). NBF shall permit Provident BankNorthwest, at Provident Bank's its expense, to cause a "phase I environmental xxxxxonmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by NBFSkibo, provided that any phase I environmental such audit is contracted for within thirty forty-fixx (05) days of the date of this agreement Agreement and commenced as soon as practicable thereafter. The Northwest Parties agree to abide and be bound by the confidentiality letter between FinPro (in FinPro's capacity as an agent for Skibo) and Northwest Bancorp dated and acknowledged on January 10, 0003, (the "Confidentiality Letter") as if each such party had executed such Confidentiality Letter originally and the Northwest Parties will hold all information delivered pursuant to this Section 5.02 in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Letter. (b) Provident Bancorp Northwest agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, NBF and each NBF Subsidiary Skibo shall permit employees of Provident Northwest Bank reasonable access to information xx xnformation relating to problem loans, loan restructurings and loan work-outs of NBFFirst Carnegie. (d) If the transactions contemplated by this Agreement shall not be consummated, NBF and Provident Bank will each destroy or return all documents and records obtained from the other party or its representatives during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. NBF and Provident Bank shall each give prompt written notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) Each Upon reasonable notice and subject to applicable laws and to restrictions contained in confidentiality agreements to which it is subject, the Company shall afford to the officers, employees, accountants, counsel, and other representatives of NBF and Parent reasonable access, during the NBF Subsidiaries shall permit Provident Bank and its representatives reasonable access period prior to the Effective Time, to all its properties, books, contracts, commitments, and records; shall during such period furnish promptly to such Persons all information concerning its business, properties, and personnel as Parent may reasonably request; and shall disclose and make available to them all books, papers and records relating to such Persons the assets, properties, operations, obligations and liabilities of NBF and its subsidiaries, including, but not limited to, all books of account appropriate individuals (including the general ledger)attorneys, tax records, minute books of meetings of boards of directors (and any committees thereof)(other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby)accountants, and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Provident Bancorp may have a reasonable interest. NBF shall make its officers, employees and agents and authorized representatives (including counsel and independent public accountantsprofessionals) available to confer with Provident Bank and its representatives. NBF shall permit a representative of Provident Bank to attend any meeting of NBF's Board of Directors or the Executive Committees thereof (provided that NBF shall not be required to permit the Provident Bank representative to remain present during any confidential for discussion of the Agreement Company's properties and the transactions contemplated thereby). The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated August , 2001, between NBF and Provident Bancorp (the "Confidentiality Agreement"). NBF shall permit Provident Bank, at Provident Bank's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by NBF, provided that any phase I environmental audit is contracted for within thirty days of the date of this agreement and commenced personnel as soon as practicable thereafterParent may reasonably request. (b) Provident Bancorp Each Preferred Stockholder recognizes that by reason of such Preferred Stockholder's ownership of and/or employment by the Company, such Preferred Stockholder has acquired confidential information and trade secrets concerning the operation of the Company, the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, in consideration for the payment of the Merger Consideration, which is recognized as adequate by each Preferred Stockholder, each Preferred Stockholder covenants and agrees with the Company and Parent that such Preferred Stockholder will not at any time, except in performance of such Preferred Stockholder's obligations, if any, to conduct the Company as an officer or employee thereof or with the prior written consent of the Company as evidenced by a resolution of the Board of Directors of the Company, directly or indirectly, disclose any confidential information that such investigations and discussions hereunder Preferred Stockholder has acquired or may acquire, or use such information in a manner so as not detrimental to interfere unreasonably with normal operations and customer and employee relationships the interests of the other party. Company or Parent, unless (ci) In addition such information becomes known to the access permitted public generally through no fault of such Preferred Stockholder, (ii) disclosure of such information is required by subparagraph law, or (aiii) abovethe Preferred Stockholder reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the Preferred Stockholder; provided, from however, that prior to disclosing any information pursuant to this Section, the date Preferred Stockholder shall give prior written notice of this Agreement through such proposed disclosure to Parent, provide Parent with the Closing Dateopportunity to contest such disclosure, NBF and each NBF Subsidiary shall permit employees cooperate with all efforts to prevent such disclosure. The term "confidential information" includes, without limitation, information not previously disclosed to the public by the management of Provident Bank reasonable access to information relating to problem loans, loan restructurings and loan work-outs the Company or of NBF. (d) If the transactions contemplated by this Agreement shall not be consummated, NBF and Provident Bank will each destroy or return all documents and records obtained from the other party or its representatives during the course of its investigation and will cause all information Parent with respect to the other party obtained pursuant to this Agreement products, facilities, intellectual property (including, without limitation, methods and trade secrets), software, source code, systems, procedures, manuals, reports, price lists, customer lists, financial information, business plans, prospects, or preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault opportunities of the party to whom the information was provided Company, Parent, or any of its representatives or agents and except their affiliates. Because of the difficulty of measuring economic losses to the extent disclosure Company and Parent as a result of any a breach of this Section, and because of the immediate and irreparable damage that could be caused for which there would be no other adequate remedy, each Preferred Stockholder agrees that the foregoing covenant may be enforced by the Company and/or Parent in the event of breach by such information is legally required. NBF and Provident Bank shall each give prompt written notice to the other party of any contemplated disclosure where such disclosure is so legally requiredPreferred Stockholder through injunctions or restraining orders.

Access; Confidentiality. (a) Each of NBF IROQ and the NBF IROQ Subsidiaries shall permit Provident Bank Niagara Bancorp and its representatives reasonable access to its properties, and shall disclose and make available to them all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of NBF IROQ and its subsidiariesSubsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityRegulatory Authority, accountants' work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Provident Niagara Bancorp may have a reasonable interest. NBF IROQ, CB and HFSA shall make its their respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Provident Bank Niagara Bancorp and its representatives. NBF IROQ, CB and HFSA shall permit a representative of Provident Bank Niagara Bancorp to attend any meeting of NBF's Board their Boards of Directors or the Executive Committees thereof (provided that NBF neither IROQ, CB, nor HFSA shall not be required to permit the Provident Bank Niagara Bancorp representative to remain present during any confidential discussion of the Agreement and the transactions contemplated thereby). IROQ and each Subsidiary shall permit Niagara Bancorp, at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by IROQ or any IROQ Subsidiary. The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated August February 16, 2001, between NBF 2000 among IROQ and Provident Niagara Bancorp (the "Confidentiality Agreement"). NBF shall permit Provident Bank, at Provident Bank's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by NBF, provided that any phase I environmental audit is contracted for within thirty days of the date of this agreement and commenced as soon as practicable thereafter. (b) Provident Niagara Bancorp agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, NBF and each NBF Subsidiary IROQ shall permit employees of Provident Bank Niagara Bancorp reasonable access to information relating to problem loans, loan restructurings and loan work-outs of NBFIROQ. (d) If the transactions contemplated by this Agreement shall not be consummated, NBF IROQ and Provident Bank Niagara Bancorp will each destroy or return all documents and records obtained from the other party or its representatives representatives, during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. NBF IROQ and Provident Bank Niagara Bancorp shall each give prompt written notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) Each of NBF and the NBF Subsidiaries MWCB shall permit Provident Bank EBSB and its representatives reasonable access to its properties, and shall disclose properties and make available to them all books, papers and records relating to the assets, properties, operations, obligations and liabilities of NBF and its subsidiariesMWCB, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other thereof) (other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' ’ work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Provident Bancorp EBSB may have a reasonable interestinterest (provided that MWCB shall not be required to provide access to any information that would violate its attorney-client privilege or any employee or customer privacy policies, laws or regulations). NBF MWCB shall make its respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Provident Bank EBSB and its representatives. NBF MWCB shall provide in a timely manner to East Boston Savings Bank’s officer in charge of retail banking copies of current rate sheets for all deposit and loan products. MWCB shall permit a representative of Provident Bank to attend any meeting of NBF's Board of Directors or the Executive Committees thereof (provided that NBF shall not be required to permit the Provident Bank representative to remain present during any confidential discussion of the Agreement and the transactions contemplated thereby). The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated August , 2001, between NBF and Provident Bancorp (the "Confidentiality Agreement"). NBF shall permit Provident BankEBSB, at Provident Bank's its expense, to cause a "phase “Phase I environmental audit" Environmental Audit” and a "phase “Phase II environmental audit" Environmental Audit” to be performed at any physical location owned or occupied by NBF, provided that any phase I environmental audit is contracted for within thirty days of the date of this agreement and commenced as soon as practicable thereafterMWCB. (b) Provident Bancorp EBSB agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, NBF and each NBF Subsidiary MWCB shall permit employees of Provident East Boston Savings Bank reasonable access to information relating to problem loans, loan restructurings and loan work-outs of NBFMWCB. (d) If the transactions contemplated by this Agreement shall not be consummatedExcept as specifically set forth herein, NBF EBSB and Provident Bank will each destroy or return all documents and records obtained from the other party or its representatives during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or preliminarily thereto MWCB mutually agree to be kept confidentialbound by the Reciprocal Confidentiality Agreement, except to dated as of June 4, 2009 previously executed by the extent parties hereto, which agreement is hereby incorporated herein by reference. The parties hereto agree that such information becomes public through no fault provision shall continue in accordance with its respective terms, notwithstanding any termination of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. NBF and Provident Bank shall each give prompt written notice to the other party of any contemplated disclosure where such disclosure is so legally requiredthis Agreement.

Access; Confidentiality. (a) Each of NBF and the NBF Subsidiaries Heritage Bank shall permit Provident Baltimore County Bank and its representatives reasonable access to its propertiesproperties during normal business hours, and shall disclose and make available to them all books, papers and records relating to the assets, properties, operations, obligations and liabilities of NBF and its subsidiariesHeritage Bank, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityRegulatory Authority, accountants' work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Provident Bancorp BCSB may have a reasonable interest. NBF Heritage Bank shall make its officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Provident Baltimore County Bank and its representatives. NBF WHG and Heritage Bank shall each permit a representative of Provident Baltimore County Bank to attend any meeting of NBF's its Board of Directors or the Executive Committees thereof (provided that NBF neither WHG nor Heritage Bank shall not be required to permit the Provident Baltimore County Bank representative to remain present during any confidential discussion of the Agreement and the transactions contemplated thereby). The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated August January 7, 20012002, between NBF FinPro, Inc., on behalf of Heritage Bank, and Provident Bancorp BCSB (the "Confidentiality Agreement"). NBF Heritage Bank shall permit Provident Baltimore County Bank, at Provident Baltimore County Bank's sole expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by NBFHeritage Bank, provided that any phase I environmental audit is contracted for within thirty days of the date of this agreement Agreement and commenced as soon as practicable thereafter. (b) Provident Bancorp BCSB agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, NBF Heritage Bank and each NBF WHG Subsidiary shall permit employees of Provident Baltimore County Bank reasonable access to information relating to problem loans, loan restructurings and loan work-outs of NBFHeritage Bank. (d) If the transactions contemplated by this Agreement shall not be consummated, NBF Heritage Bank and Provident Baltimore County Bank will each destroy or return all documents and records obtained from the other party or its representatives during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. NBF and Provident Bank shall each give prompt written notice to the other party of any contemplated disclosure where such disclosure is so legally required.Heritage Bank

Access; Confidentiality. (a) Each of NBF and the NBF Subsidiaries Ridgewood shall permit Provident Bank and its representatives reasonable access to its properties, and shall disclose properties and make available to them all books, papers and records relating to the assets, properties, operations, obligations and liabilities of NBF and its subsidiariesRidgewood, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof)(other thereof) (other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Provident Bancorp may have a reasonable interestinterest (provided that Ridgewood shall not be required to provide access to any information that would violate their attorney-client privilege or any employee or customer privacy policies, laws or regulations). NBF Ridgewood shall make its respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Provident Bank and its representatives. NBF Ridgewood Savings shall provide in a timely manner to Provident's officer in charge of retail banking copies of current rate sheets for all deposit and loan products. Ridgewood shall permit Provident, at its expense, to cause a representative of Provident Bank "phase I environmental audit" and a "phase II environmental audit" to attend be performed at any meeting of NBF's Board of Directors physical location owned or the Executive Committees thereof (occupied by Ridgewood, provided that NBF shall not be required to permit the Provident Bank representative to remain present during any confidential discussion such audit is contracted for within forty-five days of the Agreement date of this agreement and the transactions contemplated thereby)commenced as soon as practicable thereafter. The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated August June 29, 20012000, between NBF Ridgewood and Provident Bancorp (the "Confidentiality Agreement"). NBF shall permit Provident Bank, at Provident Bank's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by NBF, provided that any phase I environmental audit is contracted for within thirty days of the date of this agreement and commenced as soon as practicable thereafter. (b) Provident Bancorp agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, NBF and each NBF Subsidiary Ridgewood shall permit employees of Provident Bank reasonable access to information relating to problem loans, loan restructurings and loan work-outs of NBFRidgewood Savings. (d) If the transactions contemplated by this Agreement shall not be consummated, NBF and Provident Bank will each destroy or return all documents and records obtained from the other party or its representatives during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives or agents and except to the extent disclosure of any such information is legally required. NBF and Provident Bank shall each give prompt written notice to the other party of any contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) Each Upon reasonable notice and subject to applicable laws and to restrictions contained in confidentiality agreements to which it is subject, the Company shall afford to the officers, employees, accountants, counsel, and other representatives of NBF and Parent reasonable access, during the NBF Subsidiaries shall permit Provident Bank and its representatives reasonable access period prior to the Effective Time, to all its properties, books, contracts, commitments, and records; shall during such period furnish promptly to such Persons all information concerning its business, properties, and personnel as Parent may reasonably request; and shall disclose and make available to them all books, papers and records relating to such Persons the assets, properties, operations, obligations and liabilities of NBF and its subsidiaries, including, but not limited to, all books of account appropriate individuals (including the general ledger)attorneys, tax records, minute books of meetings of boards of directors (and any committees thereof)(other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby)accountants, and stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, except as necessary to preserve any attorney/client privilege, plans affecting employees, and any other business activities or prospects in which Provident Bancorp may have a reasonable interest. NBF shall make its officers, employees and agents and authorized representatives (including counsel and independent public accountantsprofessionals) available to confer with Provident Bank and its representatives. NBF shall permit a representative of Provident Bank to attend any meeting of NBF's Board of Directors or the Executive Committees thereof (provided that NBF shall not be required to permit the Provident Bank representative to remain present during any confidential for discussion of the Agreement Company's properties and the transactions contemplated thereby). The parties will hold all such information delivered in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated August , 2001, between NBF and Provident Bancorp (the "Confidentiality Agreement"). NBF shall permit Provident Bank, at Provident Bank's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by NBF, provided that any phase I environmental audit is contracted for within thirty days of the date of this agreement and commenced personnel as soon as practicable thereafterParent may reasonably request. (b) Provident Bancorp Each Preferred Stockholder recognizes that by reason of such Preferred Stockholder's having designated a director of the Company, such Preferred Stockholder has acquired confidential information and trade secrets concerning the operation of the Company, the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, in consideration for the payment of the Put Shares, which is recognized as adequate by each Preferred Stockholder, each Preferred Stockholder covenants and agrees with the Company and Parent that such Preferred Stockholder will not at any time, except in performance of such Preferred Stockholder's obligations, if any, to conduct the Company as an officer or employee thereof or with the prior written consent of the Company as evidenced by a resolution of the Board of Directors of the Company, directly or indirectly, disclose any confidential information that such investigations and discussions hereunder Preferred Stockholder has acquired or may acquire, or use such information in a manner so as not detrimental to interfere unreasonably with normal operations and customer and employee relationships the interests of the other party. Company or Parent, unless (ci) In addition such information becomes known to the access permitted public generally through no fault of such Preferred Stockholder, (ii) disclosure of such information is required by subparagraph law, or (aiii) abovethe Preferred Stockholder reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the Preferred Stockholder; provided, from however, that prior to disclosing any information pursuant to this Section, the date Preferred Stockholder shall give prior written notice of this Agreement through such proposed disclosure to Parent, provide Parent with the Closing Dateopportunity to contest such disclosure, NBF and each NBF Subsidiary shall permit employees cooperate with all efforts to prevent such disclosure. The term "confidential information" includes, without limitation, information not previously disclosed to the public by the management of Provident Bank reasonable access to information relating to problem loans, loan restructurings and loan work-outs the Company or of NBF. (d) If the transactions contemplated by this Agreement shall not be consummated, NBF and Provident Bank will each destroy or return all documents and records obtained from the other party or its representatives during the course of its investigation and will cause all information Parent with respect to the other party obtained pursuant to this Agreement products, facilities, intellectual property (including, without limitation, methods and trade secrets), software, source code, systems, procedures, manuals, reports, price lists, customer lists, financial information, business plans, prospects, or preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault opportunities of the party to whom the information was provided Company, Parent, or any of its representatives or agents and except their affiliates. Because of the difficulty of measuring economic losses to the extent disclosure Company and Parent as a result of any a breach of this Section, and because of the immediate and irreparable damage that could be caused for which there would be no other adequate remedy, each Preferred Stockholder agrees that the foregoing covenant may be enforced by the Company and/or Parent in the event of breach by such information is legally required. NBF and Provident Bank shall each give prompt written notice to the other party of any contemplated disclosure where such disclosure is so legally requiredPreferred Stockholder through injunctions or restraining orders.