Common use of Access; Information Clause in Contracts

Access; Information. (a) Security agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers and Farmers's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers may reasonably request and, during such period, Security shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security as Farmers may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of the Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security the Company and Farmers the Acquiror agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 5.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.05 unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Three Rivers and Sky agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of PNC and the Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party, and Farmers's the other party’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking lawslaws (including pursuant to any agreements with, commitments to or orders of any Governmental Entity, including any related action plan), and (ii2) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request; provided that the foregoing shall not require PNC or the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of PNC or the Company, as the case may be, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if PNC or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of PNC or the Company, as the case may be, or any of its subsidiaries. All requests for information made pursuant to this Section 5.5 shall be directed to an executive officer of PNC or the Company, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the providing party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that If this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished other party. (c) In addition to the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement confidentiality arrangements contained in this AgreementPlan, all information provided or the conditions to either party's obligation to consummate obtained in connection with the transactions contemplated by this Plan (including pursuant to clause (a) above) will be held by PNC in accordance with and subject to the terms of the Confidentiality Agreement. , dated May 21, 2004, between PNC and the Company (c) During the period from “Confidentiality Agreement”). In the date event of a conflict or inconsistency between the terms of this Agreement to Plan and the Effective TimeConfidentiality Agreement, Security shall promptly furnish Farmers with copies the terms of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availablethis Plan will govern.

Access; Information. (a) Security Each of Xxxxxx and Mutual First agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representativesRepresentatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security Xxxxxx and Farmers Mutual First agrees that it will not, and will cause its representatives Representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Parent and FarmersParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of the Company and the Company Bank and to such other information relating to the Company or the Company Bank as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the business, properties and personnel of Security the Company or the Company Bank as Farmers Parent may reasonably request. (b) Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the Company may reasonably request. (c) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this AgreementTransactions. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Central and Wachovia agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees FNB and Granite each agree that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, it shall afford Farmers the other party and Farmers's such other party’s officers, employees, counsel, accountants and other authorized representatives, such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, contracts, commitments and records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers FNB or Granite, as the case may be, may reasonably request and, during such period, Security it shall furnish promptly to Farmers the requesting party (i) a copy of each material report, schedule and other document such party has filed by it or received pursuant to federal or state securities or banking laws, or lending, financing or leasing or consumer finance or protection laws and (ii) all other information concerning the such party’s business, properties and personnel of Security as Farmers the other party may reasonably request. In no event, however, is either FNB or Granite obligated to (i) provide access or disclose any information to the other party where such access or disclosure would violate any agreement not to disclose confidential information, or (ii) provide access to board minutes that discuss the transactions contemplated by this Agreement, any Acquisition Proposal or any other subject matter the party receiving such request reasonably determines should be treated as confidential. (b) Each of Security FNB and Farmers Granite agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 5.07 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of lawapplicable Law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 5.07 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During Each of FNB and Granite will promptly notify the period from other of any material change in the date normal course of this Agreement its business or in the operation of its properties and, to the Effective Timeextent permitted by applicable Law, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as any material governmental communications or notices or governmental complaints, investigations or hearings (or communications indicating that the same shall become availablemay be contemplated), or the institution or the threat of material litigation involving such party or any of its Subsidiaries.

Access; Information. (a) Security Each of ParentCo, GDSC and DCA agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it each party shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers the requesting party may reasonably request and, during such period, Security the providing party shall furnish promptly to Farmers the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the requesting party may reasonably request. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement SECTION 8.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement SECTION 8.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains providing party, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees The Parties agree that upon reasonable notice and subject to applicable laws Laws relating to the exchange of informationinformation and in each case subject to the requirements that such requests or access shall not unreasonably interfere with the business or operations of the Party, it shall afford Farmers the other Party and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), propertiesContracts, properties and personnel and to such other information as Farmers such other Party may reasonably request and, during such period, Security the Parties shall furnish to other Party promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the its business, properties and personnel of Security as Farmers the other Party may reasonably request. (b) The Company agrees that, subject to applicable Laws, it shall cooperate in good faith with Parent on preparing for the development of mutually agreed operating issues to be implemented after the Effective Time, which the Parties agree have priority including assisting in developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (c) Each of Security and Farmers Party agrees that it will notwill, and will cause its representatives not to, use hold any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof Section 5.07 in connection accordance with the entering into of this Agreement) for any purpose unrelated to the consummation terms of the transactions contemplated by this Confidentiality Agreement. Subject to , dated as of December 30, 2014 (the requirements of law“Confidentiality Agreement”), each party will keep confidential, between Parent and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement the Company. (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementd) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party Party of the business and affairs of the other Party or its Subsidiaries shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's such Party’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Parent and Farmers's Parent’s officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and Tax Returns, work papers of independent auditors, depository trends and loan files), properties, properties and personnel and to such other information as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel of Security as Farmers Parent may reasonably request. (b) Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent’s personnel as the Company may reasonably request and to such information relating to Parent as the Company may reasonably request. (c) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Parent and Farmers's its officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of the Company and its Subsidiaries and to such other information as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the business, properties and personnel of Security the Company and its Subsidiaries as Farmers Parent may reasonably request. (b) Each of Security and Farmers Parent agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions. Subject to the requirements of law, each party will Parent shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains Company or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party Parent shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to another party hereto the Company to be returned to the party which furnished Company or destroyed and, upon the samewritten request of the Company, Parent shall furnish to the Company an affidavit of the President of Parent attesting that all such action has been taken. No investigation by either party Parent of the business and affairs of the other Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation the obligations of Parent and Parent Sub to consummate the transactions contemplated by this AgreementTransactions. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (aA) Security agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of informationnotice, it shall will afford Farmers the other party hereto, and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period prior to the Merger Effective Time Date to the all of its properties, books, contracts, commitments and records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers may reasonably request and, during such period, Security it shall furnish promptly to Farmers the other party hereto, (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities banking or banking other laws, and (ii) all other information concerning the its business, properties and personnel of Security as Farmers the other parties hereto may reasonably request. (b) Each . No party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Security and Farmers agrees that it will notits customers, and will cause its representatives not tojeopardize the attorney-client or similar privilege with respect to such information or contravene any law, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated hereof. The parties will use their reasonable best efforts to make appropriate substitute disclosure arrangements, to the consummation extent practicable, in circumstances in which the restrictions of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained preceding sentence apply. (B) No investigation pursuant to this Agreement (as well as Section 5.3 by any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement in this Agreement, warranty made by any other party hereto or the conditions to either party's the obligation of the first party to consummate the transactions contemplated by this Agreement. Plan; and each party hereto will not use any information obtained pursuant to this Section 5.3 for any purpose unrelated to this Plan, the consummation of the transactions contemplated hereby and, if the Merger is not consummated, will hold all information and documents obtained pursuant to this paragraph in confidence (cas provided in Section 8.6) During unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by such party or as it is advised by counsel that any such information or document is required by law to be disclosed, and in the period from event of the date termination of this Agreement Plan, each party will, upon request by the other party, deliver to the Effective Time, Security shall promptly furnish Farmers with copies of other all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availabledocuments so obtained by it or destroy such documents.

Access; Information. (a) Security Each of Century and United agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available. (d) The provisions of this Section 7.05 are in addition to, and not in lieu of, that certain letter agreement dated May 24, 2001 between the parties (the "Letter Agreement"), the terms of which are hereby specifically confirmed.

Access; Information. (a) Security Each of Premier and United agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmers's the other party’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as as, the same shall become available. (d) The provisions of this Section 7.05 are in addition to, and not in lieu of, that certain letter agreement dated January 9, 2007, between the parties (the “Letter Agreement”), the terms of which are hereby specifically confirmed.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, for the purposes of consummating the Merger and the other transactions contemplated hereby and of planning the subsequent integration of the businesses and operations of the Company and its Subsidiaries with those of Parent and its Subsidiaries, it shall afford Farmers Parent and Farmers's officers, employees, counsel, accountants and other authorized representatives, its Representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and Representatives of the Company and to such other information as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers Parent (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities the requirements of the Securities Laws or banking laws, or insurance laws and (ii) all other information concerning the business, properties properties, technology, systems, products, operations and personnel of Security it as Farmers Parent may reasonably request. (b) Each of Security Parent and Farmers the Company agrees that that, for three years after the date hereof, it will not, and will cause its representatives subsidiaries and its or their Representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of applicable law, each party will of Parent and the Company shall keep confidential, and will shall cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.05, unless such information (i) was already known to such partyparty (other than from a source known by such party to be bound by a confidentiality obligation), (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the other party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sourcesindependently developed by such party. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedin accordance with its terms, each party of Parent and the Company shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto or its business or operations, and all documents created based upon or reflecting such information, to be destroyed or returned to the party which furnished the samesuch other party. No investigation by either party Parent or the Company of the business and affairs of the other Company or Parent, as applicable, and its respective Subsidiaries shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, Agreement or the conditions to either party's obligation to consummate consummation of the transactions contemplated by this Agreement. Merger contained in Article VII. The parties hereby agree that clause (cii) During of the period from first sentence of the date third paragraph and the final sentence of such paragraph in the Confidentiality Agreement shall be deemed incorporated herein and shall be a part of this Agreement for all purposes, with the obligations provided for in such clause and sentence to survive for the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availableperiod set forth therein.

Access; Information. (a) Security Each of MNB and SFG agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security MNB shall promptly furnish Farmers SFG with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Parent and FarmersParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel of Security as Farmers Parent may reasonably request. (b) Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the Company may reasonably request. (c) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Fed One and United agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Kelly Insurance and Kelly P & C agrees that upon reasonable notice and subject to applicable laws relating to the exchange of informationinformatxxx, it shall afford Farmers Xxxxit and Farmers's Summit’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as as, the same shall become available.

Access; Information. (a) Security Each of JCB, Parent and Xxxxxxx agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmers's the other party’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (includingrecords, without limitationTax Returns, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers the other party may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and such other document filed by it pursuant to federal or state securities or banking laws, and (ii) party all other information concerning the its business, properties and personnel of Security as Farmers the other may reasonably request. Neither Parent or its Subsidiaries nor JCB shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of Parent, JCB or their respective Subsidiaries, as the case may be, or contravene any applicable law or regulation. (b) Each of Security and Farmers agrees that it will notparty hereto shall, and will shall use its reasonable best efforts to cause each of its representatives directors, officers, attorneys and advisors, to maintain the confidentiality of, and not touse to the detriment of the other parties, use any confidential all information obtained pursuant to this Agreement (as well as any of the other information parties obtained prior to the date hereof in connection with the entering into of this Agreement) Agreement or pursuant to this Section 6.05 that is not otherwise publicly disclosed by the other parties, unless such information is required to be included in any filing required by law or in an application for any purpose unrelated to regulatory approval required for the consummation of the transactions contemplated by hereby, such undertaking with respect to confidentiality to survive any termination of this Agreement. Subject In the case of information that a party believes is necessary in making any such filing or obtaining any such regulatory approval, that party will provide the other parties a reasonable opportunity to review any such filing or any application for such regulatory approval before it is filed sufficient for it to comment on and object to the requirements content of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains filing or (iv) is or becomes readily ascertainable from published information or trade sourcesapplication. In the event that If this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedterminated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned return to the furnishing party which furnished or, at the same. request of the furnishing party, promptly destroy in a manner that renders the information impracticable to read or reconstruct and certify the destruction of all confidential information received from the other party. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (cd) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each Seller agrees that upon reasonable notice and subject to applicable laws Applicable Law relating to the exchange of information, it shall will (and the Company will cause its Subsidiaries to) afford Farmers Purchaser, and Farmers's officers, employees, counsel, accountants and other authorized representativesPurchaser’s Representatives, such access during normal business hours throughout the period prior to before the Effective Time to the books, records (including, without limitation, tax returns including Tax Returns and work papers of independent auditors), properties, personnel and to such other information as Farmers Purchaser may reasonably request and, during such period, Security shall it will furnish promptly to Farmers Purchaser (i) a copy of each material report, schedule and other document filed by it pursuant to federal the requirements of Applicable Law respecting banking or state securities or banking lawssecurities, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers Purchaser may reasonably request. Neither Purchaser nor any Seller will be required to afford access or disclose information that would jeopardize attorney-client privilege. To the extent possible, the parties will make appropriate substitute arrangements in circumstances where the previous sentence applies. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party Purchaser of the business and affairs of the other shall any Seller, pursuant to this Section 6.08 or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's Purchaser’s obligation to consummate the transactions contemplated by this Agreementhereby. (c) During Each party shall hold, and shall cause its respective Affiliates and Representatives to hold, in strict confidence, except to the period extent necessary to discharge obligations pursuant to Section 6.04 or unless compelled to disclose by judicial or administrative process or, based on the advice of its counsel, by other requirements of Applicable Law or the applicable Governmental Entity, all non-public records, books, contracts, instruments, computer data and other data and information (each, whether oral or written and collectively, “Confidential Information”) concerning Purchaser, in the case of the Sellers, and concerning the Company, in the case of Purchaser, furnished to it by or on behalf of Purchaser, in the case of the Sellers, or the Sellers, in the case of Purchaser, or, in each case, any Affiliate or Representative thereof or otherwise in connection with the Merger or the transactions contemplated hereby and any related integration or transition planning, it being understood that each party and its respective Affiliates and Representatives will use reasonable best efforts to preserve the confidential treatment of such Confidential Information (except to the extent that such Confidential Information can be shown to have been (i) previously known by such party on a non-confidential basis, (ii) independently developed by a party or its Representatives without use of Confidential Information, (iii) in the public domain through no fault of such party or (iv) later lawfully acquired from other sources, which are not prohibited from disclosing such information by a known contractual, legal, agency or fiduciary obligation, by the date party to which it was furnished), and shall not release or disclose such Confidential Information to any other person, except its Representatives who (i) in its judgment need to know such information for the purpose of evaluating, negotiating, or consummating the Merger and the transactions contemplated hereby, (ii) are informed by it of the confidential nature of such information, and (iii) agree or are required by internal policies or fiduciary or other legal obligations to keep such information confidential, and, to the extent permitted above, any Governmental Entity. (d) At any time upon Purchaser’s written request, but in any event after the Closing, each Seller shall destroy or cause to be destroyed, all Confidential Information concerning Purchaser (and, following the Closing, all Confidential Information concerning the Company) in the possession of such Seller or any of its Affiliates and Representatives, and, if requested by Purchaser, the Sellers Representative will deliver a certificate certifying compliance with this provision on behalf of each of the Sellers. To the extent permitted by Applicable Law, each party will notify the other party promptly upon becoming aware that any of the Confidential Information has been disclosed to or obtained by a third party (other than as permitted by this Section 6.08). If this Agreement is terminated pursuant to its terms, each party agrees to promptly destroy all Confidential Information in its and its Affiliates’ possession and, if requested by another party, will deliver a certificate of a senior officer (or the Sellers Representative, as applicable) certifying compliance with this provision. (e) Subject to its confidentiality obligations under this Section 6.08, each party and each of its respective Representatives (i) may retain Confidential Information of the other parties to the Effective Timeextent consistent with its compliance or record-retention policies or procedures or any legal requirement or standard and (ii) is not obligated to destroy any Confidential Information of the other parties that may be contained in its electronic back-up systems established for archival or disaster-recovery purposes. (f) Except for the provisions of Section 6 thereof regarding non-solicitation, Security which will survive according to its terms, the Confidentiality Agreement is hereby terminated in its entirety and shall promptly furnish Farmers with copies be of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availableno further force or effect.

Access; Information. (a) Security Northern agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers First Place and Farmers's First Place’s officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of Northern and to such other information relating to Northern as Farmers First Place may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) First Place all other information concerning the business, properties and personnel of Security Northern as Farmers First Place may reasonably request. , subject to applicable law. First Place agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Northern and its authorized representatives access (bduring normal business hours) to First Place’s personnel, books and records as Northern may reasonably request. Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Merger shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which that furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this AgreementMerger. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Parent and FarmersParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of the Company and the Company Bank and to such other information relating to the Company or the Company Bank as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the business, properties and personnel of Security the Company and the Company Bank as Farmers Parent may reasonably request. Parent has, prior to the execution and delivery of this Agreement, been given access to and the opportunity to examine certain materials provided by the Company, including the year-end financials, credit files, ALCO packages and minutes, loan loss reserve adequacy reports and loan risk analyses, and an opportunity to ask questions of and to receive answers from officers and representatives of the Company and the Subsidiaries. As of the date of this Agreement, the Parent has, in all material respects, completed its review of the materials so provided by the Company and the Subsidiaries. (b) Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the Company may reasonably request. (bc) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this AgreementTransactions. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Xxxxx and United agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Mason and United agrees that upon reasonable notice and subject to applicable tx xxxlicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Parent and FarmersParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel as Parent may reasonably request. Representatives of Security the Company's senior management will meet periodically with representatives of Parent to coordinate post-closing integration planning, including working toward conforming the Company's and Parent's asset/liability management, lending practice, credit review and administrative and related policies and practices. (b) Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as Farmers the Company may reasonably request and to such information relating to Parent as the Company may reasonably request. (bc) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (aA) Security agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of informationnotice, it shall will afford Farmers the other party hereto, and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period prior to the Merger Effective Time Date to the all of its properties, books, contracts, commitments and records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers may reasonably request and, during such period, Security it shall furnish promptly to Farmers the other party hereto, (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities banking or banking other laws, and (ii) all other information concerning the its business, properties and personnel of Security as Farmers the other parties hereto may reasonably request. (b) Each . No party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Security and Farmers agrees that it will notits customers, and will cause its representatives not tojeopardize the attorney-client or similar privilege with respect to such information or contravene any law, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated hereof. The parties will use their reasonable best efforts to make appropriate substitute disclosure arrangements, to the consummation extent practicable, in circumstances in which the restrictions of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained preceding sentence apply. (B) No investigation pursuant to this Agreement (as well as Section 5.3 by any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement in this Agreement, warranty made by any other party hereto or the conditions to either party's the obligation of the first party to consummate the transactions contemplated by this Agreement. Plan; and each party hereto will not use any information obtained pursuant to this Section 5.3 for any purpose unrelated to this Plan, the consummation of the transactions contemplated hereby and, if the merger is not consummated, will hold all information and documents obtained pursuant to this paragraph in confidence (cas provided in Section 8.6) During unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by such party or as it is advised by counsel that any such information or document is required by law to be disclosed, and in the period from event of the date termination of this Agreement Plan, each party will, upon request by the other party, deliver to the Effective Time, Security shall promptly furnish Farmers with copies of other all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availabledocuments so obtained by it or destroy such documents.

Access; Information. (a) Security Each party agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmers's its officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as Farmers such party may reasonably request and, during such period, Security shall it shall, as promptly as is reasonably practicable, furnish promptly to Farmers (i) a copy of each material report, schedule and the other document filed by it pursuant to federal or state securities or banking laws, and (ii) party all other information concerning the its business, properties and personnel of Security as Farmers such party may reasonably request. (b) Without limiting the generality of Section 6.05(a), prior to the Effective Time, each party and its respective representatives shall have the right, subject to the notice provision set forth in Section 6.05(a), to conduct a review to determine (i) that the assets, books, records and operations of the other party are in satisfactory condition and will not in a material way adversely impact such party after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the satisfaction of the conditions to closing as provided hereunder. (c) The Company agrees that, subject to applicable laws, it shall cooperate in good faith with Parent on mutually agreed operating issues which the parties agree have priority. (d) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, consummated each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the Acquisition Parties and Farmers's their officers, employees, counsel, accountants and other authorized representativesRepresentatives, such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers the Acquisition Parties (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking insurance laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the Acquisition Parties may reasonably request. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives Representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each Each party will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party on a non-confidential basis from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or pertains, (iv) is or becomes readily ascertainable from published information or trade sourcessources other than as a result of a disclosure by such party or its Representatives or (v) must, in the opinion of such party, upon advice of counsel, be disclosed in order to avoid violating any applicable law. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the samesame or to be destroyed. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security FMB agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers JV Corp and Farmers's officers, employees, counsel, accountants JV Corp’s Representatives who have a need to access such information to carry out the terms of this Agreement and other authorized representativesconsummate the Transactions, such access during normal business hours throughout the period prior to the Effective Time Closing Date to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information of the Company and the Subsidiaries as Farmers JV Corp may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all JV Corp such other information concerning the business, properties and personnel of Security the Company and the Subsidiaries as Farmers JV Corp may reasonably request. (b) Each of Security and Farmers Party agrees that it will not, and will cause its representatives Representatives not to, use any confidential information obtained pursuant to this Agreement Section 2.6 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions. Subject to the requirements of law, each party Party will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 2.6 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such partyParty, (ii) becomes available to such party Party from other sources not known by such party Party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party Party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sourcessources through no breach of this Section 2.6. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party Party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto Party to be destroyed or returned to the party Party which furnished the same. No investigation by either party Party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's Party’s obligation to consummate the transactions contemplated by this AgreementTransactions. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (aA) Security agrees that upon Upon reasonable notice notice, the Company and subject to applicable laws relating to the exchange of information, it Bank shall afford Farmers Heritage and FarmersHeritage shall afford the Company and Heritage's and the Company's respective officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period prior up to the Effective Time Date, to the all of their respective properties, books, records (includingcontracts, without limitation, tax returns commitments and work papers of independent auditors), properties, personnel and to such other information as Farmers may reasonably request and, during records. During such period, Security the Company and the Bank shall furnish promptly to Farmers Heritage and Heritage shall furnish promptly to Company (iand cause their respective accountants and other agents to furnish promptly) (1) a copy of each material report, schedule and other document filed by it pursuant to federal the Company and its Subsidiaries or state securities or banking lawsHeritage and its Subsidiaries with any Regulatory Authority, and (ii2) all other information concerning the business, properties and personnel of Security as Farmers Company or Heritage, respectively, may reasonably request., provided that no investigation pursuant to this Section 5.6 shall affect or be deemed to modify or waive any representation or warranty made by the Company or the Bank or Heritage in this Plan or the conditions to the obligations of the Company and the Bank or Heritage to consummate the transactions contemplated by this Plan; and (bB) Each of Security Company and Farmers agrees that it Heritage will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 5.6 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of lawPlan and, each party if this Plan is terminated, will keep confidential, and will cause its representatives to keep confidential, hold all confidential information and documents obtained pursuant to this Agreement paragraph in confidence (as well provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any other action or failure to act by Company or Heritage or as it is advised by counsel that any such information obtained prior or document is required by law or applicable stock exchange rule to be disclosed, and in the event of the termination of this Plan, Company and Heritage will, upon request by the other, deliver to the date hereof other all documents so obtained by it or destroy such documents and, in connection with the entering into case of this Agreement) unless destruction, will certify such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned fact to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreementother. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Seller agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Purchaser and Farmers's Purchaser’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time Closing Date to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information of the Company as Farmers Purchaser may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all Purchaser such other information concerning the business, properties and personnel of Security the Company as Farmers Purchaser may reasonably request. (b) Each of Security and Farmers Party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 1.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 1.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of the Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security the Company and Farmers the Acquiror agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 5.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.05 unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. . (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Parent and FarmersParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel of Security as Farmers Parent may reasonably request. (b) Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the Company may reasonably request. (c) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 7.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Chart agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Bancorp and FarmersBancorp's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as Farmers Bancorp may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Bancorp all other information concerning the its business, properties and personnel as Bancorp may reasonably request. Representatives of Security Chart's senior management will meet periodically with representatives of Bancorp to coordinate post-closing integration planning, including working toward conforming Chart's and Bancorp's asset/liability management, lending practice, credit review and administrative and related policies and practices. (b) Bancorp agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Chart and its authorized representatives such access to Bancorp's personnel as Farmers Chart may reasonably request and to such information relating to Bancorp as Chart may reasonably request. (bc) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 7.7 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 7.7 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees CCFNB and CFC agree that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party, and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request; provided that the foregoing shall not require CCFNB or CFC (A) to permit any inspection, or to disclose any information, that in the reasonable judgment of CCFNB or CFC, as the case may be, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if CCFNB or CFC, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (B) to disclose any privileged information of CCFNB or CFC, as the case may be, or any of its subsidiaries. All requests for information made pursuant to this Section 5.5 shall be directed to an executive officer of CCFNB or CFC, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) unless such information (i1) was already known to such party, ; (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, ; (iii3) is disclosed with the prior written approval of the party to which such information pertains providing party; or (iv4) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that If this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished other party, except to the same. No investigation by either party of the business and affairs of the other shall affect or extent such action would be deemed to modify or waive any representationinconsistent with applicable law, warrantyregulation, covenant or agreement in this Agreementlegal process, or the conditions to either applicable party's obligation internal policies and procedures. (c) In addition to consummate the confidentiality arrangements contained in this Plan, all information provided or obtained in connection with the transactions contemplated by this Plan (including pursuant to clause (a) above) will be held by CCFNB or CFC, as the case may be in accordance with and subject to the terms of the Confidentiality Agreement. , dated November 5, 2007 between CCFNB and CFC (c) During the period from "Confidentiality Agreement"). In the date event of a conflict or inconsistency between the terms of this Agreement to Plan and the Effective TimeConfidentiality Agreement, Security shall promptly furnish Farmers with copies the terms of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availablethis Plan will govern.

Access; Information. (a) Security IJL agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Wachovia and FarmersWachovia's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers Wachovia may reasonably request and, during such period, Security it shall furnish promptly to Farmers Wachovia (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other party may reasonably request. (b) Each of Security and Farmers Wachovia agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will Wachovia shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such partyWachovia, (ii) becomes available to such party Wachovia from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party Wachovia shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto IJL to be returned to the party which furnished the sameIJL. No investigation by either party Wachovia of the business and affairs of the other IJL shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either partyWachovia's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees that upon Upon reasonable notice and subject to applicable laws law relating to the exchange of information, it the Company shall afford Farmers the Acquiror and Farmers's its officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (includingincluding credit files, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information as Farmers it may reasonably request and, during such period, Security the Company shall furnish promptly to Farmers (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the its business, properties and personnel of Security as Farmers the Acquiror may reasonably request. (b) Each of Security the Company and Farmers the Acquiror agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior Section 6.05, unless, with respect to the date hereof Company and in connection with the entering into of this Agreement) unless transactions contemplated hereby, such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. Each party shall be responsible for any breach of this Section 6.05(b) by its representatives. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. , or at the other party's request, destroyed, and shall cause its representatives to return or, at the other party's request, destroy all such items. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, Agreement or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (aA) Security agrees that upon Upon reasonable notice notice, the Company and subject to applicable laws relating to the exchange of information, it Bank shall afford Farmers NEWCO and FarmersNEWCO shall afford the Company and NEWCO's and the Company's respective officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period prior up to the Effective Time Date, to the all of their respective properties, books, records (includingcontracts, without limitation, tax returns commitments and work papers of independent auditors), properties, personnel and to such other information as Farmers may reasonably request and, during records. During such period, Security the Company and the Bank shall furnish promptly to Farmers NEWCO and NEWCO shall furnish promptly to the Company (iand cause their respective accountants and other agents to furnish promptly) (1) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking lawsthe Company and its Subsidiaries with any Regulatory Authority, and (ii2) all other information concerning the business, properties and personnel of Security as Farmers Company or NEWCO, respectively, may reasonably request., provided that no investigation pursuant to this Section 5.5 shall affect or be deemed to modify or waive any representation or warranty made by the Company or the Bank or NEWCO in this Plan or the conditions to the obligations of the Company and the Bank or NEWCO to consummate the transactions contemplated by this Plan; and (bB) Each of Security The Company and Farmers agrees that it NEWCO will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 5.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of lawPlan and, each party if this Plan is terminated, will keep confidential, and will cause its representatives to keep confidential, hold all confidential information and documents obtained pursuant to this Agreement paragraph in confidence (as well provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any other action or failure to act by Company or NEWCO or as it is advised by counsel that any such information obtained prior or document is required by law or applicable stock exchange rule to be disclosed, and in the event of the termination of this Plan, Company and NEWCO will, upon request by the other, deliver to the date hereof other all documents so obtained by it or destroy such documents and, in connection with the entering into case of this Agreement) unless destruction, will certify such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned fact to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreementother. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of the Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of informationinforma tion, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning concern ing the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security the Company and Farmers the Acquiror agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 5.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives represen tatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.05 unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. . (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement agree ment in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Trust Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers to FNBI and Farmers's the Bank and their respective officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours and at such other times as are reasonably necessary throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns including Tax Returns and work papers of independent auditors), properties, personnel and to such other information as Farmers FNBI and the Bank may reasonably request and, during such period, Security it shall furnish promptly to Farmers FNBI and the Bank upon request (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and unless disclosure of such information is forbidden by applicable law or regulation, and, (ii2) all other information concerning the business, properties and personnel of Security Trust Company as Farmers FNBI and the Bank may reasonably request. (b) Each of Security FNBI and Farmers agrees the Bank agree that it they will not, and will cause its their respective representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.03 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party FNBI and the Bank will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.03 unless such information (i1) was already known to such partyFNBI or the Bank, (ii2) becomes available to such party FNBI or the Bank from other sources not known by such party FNBI or the Bank to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains Trust Company, or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party FNBI and the Bank shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto Trust Company to be returned to the party which furnished the sameTrust Company. No investigation by either party FNBI and the Bank of the business and affairs of the other Trust Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of GAFC and Summit agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmers's the other party’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and returns, and, subject to the consent of the independent auditors, work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as as, the same shall become available.

Access; Information. (a) Security Each of GAFC and Summit agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and and, and, subject to the consent of the independent auditors, work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as as, the same shall become available.

Access; Information. (a) Security Each of BKLA and Western agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it each party shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers the requesting party may reasonably request and, during such period, Security the providing party shall furnish promptly to Farmers the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the requesting party may reasonably request. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement or the Stock Option Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees The Parties agree that upon reasonable notice notice, as may be reasonable in light of Contagion Event Measures, and subject to applicable laws Laws relating to the exchange of informationinformation and in each case subject to the requirements that such requests or access shall not unreasonably interfere with the business or operations of the Party, it shall afford Farmers the other Party and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax returns including Tax Returns and work papers of independent auditors), propertiesContracts, information technology systems, properties and personnel and to such other information as Farmers such other Party may reasonably request (subject to compliance with all applicable Laws and commercially reasonable health and safety procedures imposed by such Party with respect to its and its Subsidiaries’ employees), and each shall cooperate with the other Party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, Security each shall furnish to the other Party promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the its business, properties and personnel of Security as Farmers the other Party may reasonably request. (b) Each of Security and Farmers Party agrees that it will notwill, and will cause its representatives not to, use hold any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof Section 5.07 in connection accordance with the entering into of this Agreement) for any purpose unrelated to the consummation terms of the transactions contemplated by this Confidentiality Agreement. Subject to , dated as of June 11, 2021 (the requirements of law“Confidentiality Agreement”), each party will keep confidential, between Parent and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement the Company. (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementc) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party Party of the business and affairs of the other Party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's such Party’s obligation to consummate the transactions contemplated by this Agreement. (cd) During Notwithstanding anything in this Section 5.07 to the period from contrary, no Party shall be required to provide the other Party with access or disclose information where such access or disclosure would, in the reasonable opinion of such Party’s counsel, (i) jeopardize the attorney-client privilege of the such Party (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties), (ii) contravene any binding Contract entered into by such Party prior to the date of this Agreement or any Law applicable to such Party, or (iii) involve disclosure of “confidential supervisory information” in accordance with Section 1.02(b). In the Effective Timeevent any of the restrictions in this Section 5.07(d)(i) or (ii) shall apply, Security each Party shall promptly furnish Farmers use its commercially reasonable best efforts to make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availableapplicable Law.

Access; Information. (a) Security Each of the Company and the Acquiror agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours and at such other times as are reasonably necessary throughout the period prior to the Effective Time to the books, records (including, without limitation, including tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i1) a copy of each material report, 37 schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, laws and (ii2) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security the Company and Farmers the Acquiror agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.04 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.04 unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains pertains, or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Prior to the Effective Date, Parent agrees that that, upon reasonable advance notice for purposes consistent with this Agreement and subject to applicable laws relating to the exchange of information, it shall afford Farmers will afford, or cause ERC to afford, Buyer and Farmers's officers, employees, counsel, accountants and other Buyer’s authorized representativesRepresentatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditorsauditors to the extent that such auditors consent to such access), properties, personnel of and to such other information as Farmers may reasonably request and, during such period, Security shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security as Farmers Buyer may reasonably request. (b) Each of Security and Farmers Buyer agrees that it will not, and will cause its representatives Representatives not to, use any confidential information obtained pursuant to this Agreement Section 5.03 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each party Buyer will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 5.03 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains Parent and ERC, or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party Buyer shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto Parent or ERC to be returned to the party which furnished the sameParent at Parent’s expense, or (at Parent’s option) confirm in writing to Parent that it has completely destroyed all such copies, documents, extracts, information and data. No investigation by either party of the business Buyer and affairs of the other shall affect or be deemed Parent each agree not to modify or waive any representation, warranty, covenant or agreement in disclose this Agreement, or the terms and conditions hereof, except as required by applicable law. (c) In addition to either party's obligation to consummate the confidentiality arrangements contained in this Agreement, all information provided or obtained in connection with the transactions contemplated by this Agreement (including pursuant to clause (a) above) shall be held by Buyer in accordance with and subject to the terms of the Confidentiality Agreement dated as of September 10, 2004, between Buyer and Parent (the “Confidentiality Agreement”). In the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement shall govern. (d) In addition to its obligations under Section 5.03(b) and (c) During above, after the Effective Date, Buyer will retain all books, records and information of ERC for a reasonable period of time (not less than 7 years from the date Effective Date). Buyer will, upon reasonable notice, afford to Parent, its Affiliates and their Representatives access (including the right to copy, at Parent’s expense, or to obtain in computer file format) during normal business hours to such books, records and information as Parent or any such Affiliate may request for purposes related to this Agreement, the operations of this Agreement ERC prior to the Effective TimeDate, Security shall promptly furnish Farmers or to the determination of any matter arising before the Effective Date. Subject to the requirements of applicable law, Parent will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 5.03(d) unless such information (1) was already known to such party, (2) becomes available to such party from other sources not bound by a confidentiality obligation, (3) is disclosed with copies the prior written approval of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availableBuyer, or (4) is or becomes readily ascertainable from published information or trade sources.

Access; Information. (a) Security agrees that upon reasonable notice and subject to applicable laws Each Party hereto shall keep the other Parties apprised of the status of matters relating to completion of the exchange Share Sale and the other transactions contemplated hereby and by the Ancillary Agreements, including promptly furnishing the other with copies of informationany material notices or other communications received by such Party or, to the knowledge of such Party, its Representatives from any third party and/or any Governmental Authority with respect to the Share Sale and the other transactions contemplated by this Agreement and the Ancillary Agreements, in each case to the extent permitted by applicable Law. Each Party shall give prompt notice to the other Parties of any development or combination of developments that, individually or in the aggregate, would be reasonably likely to (i) cause it to fail to comply with or satisfy in any material respect any covenant, condition or agreement under this Agreement or (ii) prevent, materially delay or materially impair its ability to consummate the transactions contemplated by this Agreement or the Ancillary Agreements or otherwise to perform their respective obligations hereunder or thereunder, including the failure of a condition in Article VII of this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. The Sellers shall give prompt notice to Purchaser of any fact, event or circumstance known to it that is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in any Material Adverse Effect with respect to the Target Companies. (b) The Sellers shall afford Farmers to Purchaser and Farmers's officers, employees, counsel, accountants and other authorized representatives, such its Representatives reasonable access (including for the purpose of transition planning) during normal business hours throughout the period and upon reasonable prior notice to the Effective Time Sellers until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 8.01 to all the properties, books, Contracts, commitments, employees and records of the Target Companies, as Purchaser may from time to time reasonably request, but only to the booksextent that such access does not unreasonably interfere with the business or operations of the Target Companies, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers may reasonably request and, during such period, Security the Sellers shall furnish furnish, or cause to be furnished, promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Purchaser all other information concerning the business, properties and personnel senior management of Security the Target Companies as Farmers Purchaser may reasonably request. ; provided that the Sellers shall not be required to (bor to cause any of their Subsidiaries to) Each of Security and Farmers agrees that it will notso confer, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any afford such access or furnish such copies or other information obtained prior to the date hereof extent that doing so would violate applicable Law or any Contract or obligation of confidentiality owing to a third party or result in connection with the entering into loss of this Agreement) for attorney-client privilege if, in the case of any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a Contract or confidentiality obligation, (iii) is disclosed with the prior written approval Sellers shall have used their reasonable best efforts to obtain the consent of the such third party to such access, copies or information, in which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In case the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail Parties will use their reasonable best efforts to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreementmake appropriate substitute disclosure arrangements. (c) During No investigation by any of the Parties or their respective representatives or any knowledge acquired (or capable of being acquired) at any time nor any facts disclosed by any of the Parties (other than in the Seller Disclosure Schedule), whether before or after the date hereof, shall constitute a waiver of or otherwise affect the representations, warranties, covenants or agreements of the other Party set forth herein. (d) In order to facilitate the resolution of any claims made by or against or incurred by any Party or any of its Affiliates after the Closing, to comply with the terms of this Agreement, any applicable Law or Order of any Governmental Authority or any request of any Governmental Authority or for any other reasonable purpose, (i) with respect to matters not pertaining to Taxes, for a period of seven (7) years after the Closing, or for any longer period as may be required by any Governmental Authority or as may be reasonably necessary with respect to the prosecution or defense of any audit or other Action that is then pending or threatened or (ii) with respect to matters pertaining to Taxes, for a period that is equivalent to the period from established by any applicable statute of limitations (including any extension or waiver thereof), the other Parties shall, or shall cause their respective Subsidiaries to, (A) retain the books and records (including Tax Returns) of the Target Companies in a manner consistent with such Party’s customary document retention policies (other than destruction policies) on or after the Closing, (B) upon reasonable notice, afford the Representatives of the other Parties reasonable access (including the right to make photocopies, at such Parties’ expense), during normal business hours, to such books and records and reasonable access to and the reasonable assistance of the other Party and its Subsidiaries and respective Representatives with respect to the matters contemplated by this Section 6.04(d) (such access or assistance to be provided in a manner that does not unreasonably interfere with the business or operations of such person or any of its Subsidiaries) and (C) otherwise cooperate with and assist the other Parties or any of their respective Affiliates, at the other Parties’ cost and expense, in connection with the matters contemplated by this Section 6.04(d), including by causing its and its Affiliates’ directors, officers and employees to avail themselves for trial, depositions, interviews and other Action-related litigation endeavors, in each case on terms and conditions reasonably satisfactory to the other Party (including with respect to protecting privilege); provided that the Party requesting such information or access agrees to reimburse the other Parties for all reasonable out-of-pocket expenses incurred by the other Parties or any of their respective Subsidiaries in complying with clauses (B) and (C) above; provided, further that no Party shall be required to (or to cause any of its Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent that doing so would violate applicable Law or any Contract or obligation of confidentiality owing to a third party or result in the loss of solicitor-client privilege if, in the case of any such Contract or confidentiality obligation, such Party shall have used its reasonable best efforts to have obtained the consent of such third party to such access, copies or information, in which case the Parties will make appropriate substitute disclosure arrangements. Following the period specified in the first sentence of this Section 6.04(d), if any Party wishes to destroy such books and records (other than Tax Returns), such Party shall first provide the other Parties with the reasonable opportunity to take possession of the same (at the cost and expense of the applicable other Party). Any information disclosed to any Party or its Representatives pursuant to this Section 6.04(d) shall be subject to the confidentiality obligations in Section 6.05. (e) From the date of this Agreement to until Closing, Purchaser shall not, without the Effective TimeSellers’ prior consent, Security directly or indirectly, make or have any contact whatsoever with any Target Company employee regarding the transactions contemplated hereby or by the Ancillary Agreements. To the extent that the Sellers permit meetings between Purchaser and any Target Company employee, unless otherwise agreed, a Seller representative shall promptly furnish Farmers with copies be present at all times, whether such meeting is held by way of all monthly and other interim financial statements produced phone call, video conference or in the ordinary course of business as the same shall become availableperson.

Access; Information. (a) Security Each of JCB, Parent and Skyline agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmers's the other party’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (includingrecords, without limitationTax Returns, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers the other party may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and such other document filed by it pursuant to federal or state securities or banking laws, and (ii) party all other information concerning the its business, properties and personnel of Security as Farmers the other may reasonably request. Neither Parent or its Subsidiaries nor JCB shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of Parent, JCB or their respective Subsidiaries, as the case may be, or contravene any applicable law or regulation. (b) Each of Security and Farmers agrees that it will notparty hereto shall, and will shall use its reasonable best efforts to cause each of its representatives directors, officers, attorneys and advisors, to maintain the confidentiality of, and not touse to the detriment of the other parties, use any confidential all information obtained pursuant to this Agreement (as well as any of the other information parties obtained prior to the date hereof in connection with the entering into of this Agreement) Agreement or pursuant to this Section 6.05 that is not otherwise publicly disclosed by the other parties, unless such information is required to be included in any filing required by law or in an application for any purpose unrelated to regulatory approval required for the consummation of the transactions contemplated by hereby, such undertaking with respect to confidentiality to survive any termination of this Agreement. Subject In the case of information that a party believes is necessary in making any such filing or obtaining any such regulatory approval, that party will provide the other parties a reasonable opportunity to review any such filing or any application for such regulatory approval before it is filed sufficient for it to comment on and object to the requirements content of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains filing or (iv) is or becomes readily ascertainable from published information or trade sourcesapplication. In the event that If this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedterminated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned return to the furnishing party which furnished or, at the same. request of the furnishing party, promptly destroy in a manner that renders the information impracticable to read or reconstruct and certify the destruction of all confidential information received from the other party. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (cd) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of PNC and the Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party, and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking lawslaws (including pursuant to any agreements with, commitments to or orders of any Governmental Entity, including any related action plan), and (ii2) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request; provided that the foregoing shall not require PNC or the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of PNC or the Company, as the case may be, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if PNC or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of PNC or the Company, as the case may be, or any of its subsidiaries. All requests for information made pursuant to this Section 5.5 shall be directed to an executive officer of PNC or the Company, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the providing party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that If this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished other party. (c) In addition to the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement confidentiality arrangements contained in this AgreementPlan, all information provided or the conditions to either party's obligation to consummate obtained in connection with the transactions contemplated by this Plan (including pursuant to clause (a) above) will be held by PNC in accordance with and subject to the terms of the Confidentiality Agreement. , dated May 21, 2004, between PNC and the Company (c) During the period from "Confidentiality Agreement"). In the date event of a conflict or inconsistency between the terms of this Agreement to Plan and the Effective TimeConfidentiality Agreement, Security shall promptly furnish Farmers with copies the terms of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availablethis Plan will govern.

Access; Information. (a) Security Each of Potomac and South Branch agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Jefferson and Wachovia agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the require ments of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information informa tion obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Target agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Parent and FarmersParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of Target and Target Bank and to such other information relating to Target and Target Bank as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the business, properties and personnel of Security Target and Target Bank as Farmers Parent may reasonably request. (b) Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Target and its authorized representatives such access to Parent's personnel as Target may reasonably request. (c) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this AgreementTransactions. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of information, it the Company shall afford Farmers the Acquiror and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (includingincluding credit files, without limitation, tax Tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers it may reasonably request and, during such period, Security the Company shall furnish promptly to Farmers (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, laws and (ii2) all other information concerning the its business, properties and personnel of Security as Farmers the Acquiror may reasonably request. (b) Each of Security the Company and Farmers the Acquiror agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior Section 6.05, and, with respect to the date hereof Company, in connection with the entering into of this Agreement) transactions contemplated hereby, unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or pertains, (iv4) is or becomes readily ascertainable from published information or trade sourcessources or (5) is such that such party is required by law or court order to disclose. If either party is required or reasonably believes that it is required to disclose any information described in this section by (i) law, (ii) any court of competent jurisdiction or (iii) any inquiry or investigation by any governmental, official or regulatory body which is lawfully entitled to require any such disclosure, such party (the “Required Party”) shall, so far as it is lawful, notify the other party of such required disclosure on the same day that the Required Party (a) is notified of a request for such disclosure from the relevant authority, body or other entity or (b) determines that such disclosure is required, whichever is earlier. Immediately thereafter, and to the extent practical on the same day, and subject to applicable laws, the parties shall discuss and use their reasonable best efforts to agree as to the mandatory nature, the required timing and the required content of such disclosure. The Required Party will furnish only that portion of the information described in this section that is legally required to be disclosed and will exercise its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the information described in this section so furnished. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. , or at the other party’s request, destroyed. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (cd) During the period from Promptly following the date of this Agreement hereof, the Company shall use its reasonable best efforts to cause any person to whom the Company has provided documents, data or other materials relating to the Effective TimeCompany or its Subsidiaries in connection with the consideration of any business combination involving the Company to return or destroy any such documents, Security shall promptly furnish Farmers files, data or other materials in accordance with copies of all monthly the confidentiality agreement between the Company and other interim financial statements produced in the ordinary course of business as the same shall become availablesuch person.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Parent and FarmersParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of the Company and the Company Bank and to such other information relating to the Company or the Company Bank as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the business, properties and personnel of Security the Company and the Company Bank as Farmers Parent may reasonably request. (b) Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the Company may reasonably request. (c) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this AgreementTransactions. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Franklin agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers First Place and Farmers's First Place’s officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of Franklin and to such other information relating to Franklin as Farmers First Place may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) First Place all other information concerning the business, properties and personnel of Security Franklin as Farmers First Place may reasonably request, subject to applicable law. (b) First Place agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Franklin and its authorized representatives such access to First Place’s personnel as Franklin may reasonably request. (bc) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Merger shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this AgreementMerger. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall shall, upon reasonable notice, afford Farmers Parent and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such representatives reasonable access during normal business hours throughout the period prior to the Effective Time Time, in a manner that does not interfere unreasonably with normal operations, to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of the Company and IFC and to such other information as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the business, properties and personnel of Security the Company and IFC as Farmers Parent may reasonably request. (b) Each of Security Parent and Farmers CFSB agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of law, each party will of Parent and CFSB shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such partyparty from a source not known by such party to be bound by a confidentiality obligation concerning such information, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains Company or (iv) is or becomes readily ascertainable from published information publicly available sources other than as a result of disclosure by Parent or trade sourcesCFSB or their representatives. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.the

Access; Information. (a) Security Each of Commerce and Wachovia agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees The Shareholders agree that upon reasonable notice and subject to applicable laws relating to the exchange of information, it they shall afford Farmers Citizens First and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers audited and un-audited financials of independent auditors), properties, personnel and to such other information of the Auto Club Trust as Farmers Citizens First may reasonably request and, during such period, Security they shall furnish promptly to Farmers Citizens First (i) a copy of each material report, schedule and other document filed by it Auto Club Trust pursuant to federal or state securities or banking lawslaws and regulations, and (ii) all other information concerning the business, properties and personnel of Security the Auto Club Trust as Farmers Citizens First may reasonably request. (b) Each of Security and Farmers Citizens First agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.02 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.02 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security the Shareholders shall cause Auto Club Trust to promptly furnish Farmers Citizens First with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees Westborough and Assabet agree that upon reasonable notice and subject to applicable laws relating to the exchange of information, it Westborough shall afford Farmers AVB and FarmersAVB's officers, employees, counsel, accountants and other authorized representatives, and AVB shall afford Westborough and Westborough's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Mid-Tier Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), propertiesproperties and personnel, personnel and to such other information as Farmers AVB or Westborough may reasonably request and, during such period, Security Westborough shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking lawsAVB, and (ii) AVB shall furnish promptly to Westborough, all other information concerning the its business, properties and personnel of Security as Farmers AVB or Westborough, as the case may be, may reasonably request. Representatives of Westborough Financial's senior management will meet periodically with representatives of AVB's senior management to coordinate post-closing integration planning, including working toward conforming Westborough Financial's and AVB's asset/liability management, lending practice, credit review and administrative and related policies and practices. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 7.6 (as well as any other information obtained prior to the date hereof of this Agreement in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 7.6 (as well as any other information obtained prior to the date hereof of this Agreement in connection with the entering into of this Agreement) ), unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains pertains, or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of information, it the Company shall afford Farmers the Acquiror and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers it may reasonably request and, during such period, Security the Company shall furnish promptly to Farmers (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the its business, properties and personnel of Security as Farmers the other may reasonably request. (b) Each of Security the Company and Farmers the Acquiror agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.05 unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. , or at the other party's request, destroyed. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each party agrees that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, it shall afford Farmers and Farmers's the other party’s officers, employees, counsel, accountants and other authorized representatives, such representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), propertiesContracts, properties and personnel and to such other information as Farmers the other party may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and the other document filed by it pursuant to federal or state securities or banking laws, and (ii) party all other information concerning the its business, properties and personnel of Security as Farmers Parent may reasonably request. (b) Without limiting the generality of Section 6.05(a), prior to the Effective Time, each party’s representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of the other party are in satisfactory condition and will not in a material way adversely impact the Surviving Corporation after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the satisfaction of the conditions to closing as provided hereunder. (c) Each party agrees that, subject to applicable Laws, it shall cooperate in good faith with the other party on mutually agreed operating issues which the parties agree have priority including assisting in developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (d) Each party agrees that, upon reasonable notice and subject to applicable Laws relating to the exchange of Security information, it shall afford the other party and Farmers its authorized representatives such access to its personnel as the other party may reasonably request and such books and records as the other party may reasonably request. (e) Each party agrees that it will notwill, and will cause its representatives not to, use hold any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof Section 6.05 in connection accordance with the entering into of this Agreement) for any purpose unrelated to the consummation terms of the transactions contemplated by this Confidentiality Agreement, dated as of January 22, 2021 (the “Confidentiality Agreement”), between the parties. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementf) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either such party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security RLBI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the Company and Farmersthe Company's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as Farmers the Company may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) the Company all other information concerning the its business, properties and personnel of Security as Farmers the Company may reasonably request. (b) Without limiting the generality of Section 6.05(a), prior to the Effective Time, the Company and the Company's representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of RLBI and the Bank are in satisfactory condition and will not in a material way adversely impact the Company after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the satisfaction of the conditions to closing as provided hereunder. (c) RLBI agrees that, subject to applicable laws, it shall cooperate in good faith with the Company on mutually agreed operating issues which the parties agree have priority. (d) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, consummated (A) each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the samesame and (B) for one year after such termination, neither RLBI on the one hand, nor the Company or Merger Subsidiary on the other, shall solicit the services of any employee of such other party for purposes of engaging them as an employee, agent, consultant or independent contractor of such soliciting party. Notwithstanding the foregoing, nothing herein shall prevent the parties hereto from any general advertising or recruitment activities not directed specifically at the employees of the other party hereto. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement. (ce) During RLBI shall provide to the period Company the agenda for or a summary of the business proposed to be discussed at: (i) all meetings of the Boards of Directors of RLBI and the Bank, and (ii) all meetings of the committees of each such Board of Directors, including without limitation the audit and executive committees thereof. RLBI shall give reasonable notice to the Company of any such meeting; however, the attendance at any such meeting by any Company representative shall be deemed a waiver of any notice required for such meeting pursuant to this Section 6.05(e). RLBI shall provide to the Company all information provided to the directors for, during and after all such Board of Directors and committee meetings, when the same are provided to such directors, including minutes of prior meetings, financial reports and any other analyses prepared by senior management of RLBI; provided, however, that the Company shall provide information relating to an Acquisition Proposal only in accordance with Section 6.06 hereof. All such information provided to Company shall be treated in confidence as provided herein. RLBI shall allow two representatives of the Company to attend as an observer all meetings of the Board of Directors of RLBI and the Bank and all committee meetings; provided, however, that such representatives shall be excluded from all discussions relating to an Acquisition Proposal or the date terms and conditions of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become availableAgreement.

Access; Information. (a) Security Each party agrees that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, it shall afford Farmers and Farmers's the other party’s officers, employees, counsel, accountants and other authorized representatives, such representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), propertiesContracts, properties and personnel and to such other information as Farmers the other party may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and the other document filed by it pursuant to federal or state securities or banking laws, and (ii) party all other information concerning the its business, properties and personnel of Security as Farmers Parent may reasonably request. (b) Without limiting the generality of Section 6.05(a), prior to the Effective Time, each party’s representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of the other party are in satisfactory condition and will not in a material way adversely impact the Surviving Corporation after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the satisfaction of the conditions to closing as provided hereunder. (c) Each party agrees that, subject to applicable Laws, it shall cooperate in good faith with the other party on mutually agreed operating issues which the parties agree have priority including assisting in developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (d) Each party agrees that, upon reasonable notice and subject to applicable Laws relating to the exchange of Security information, it shall afford the other party and Farmers its authorized representatives such access to its personnel as the other party may reasonably request and such books and records as the other party may reasonably request. (e) Each party agrees that it will notwill, and will cause its representatives not to, use hold any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof Section 6.05 in connection accordance with the entering into of this Agreement) for any purpose unrelated to the consummation terms of the transactions contemplated by this Confidentiality Agreement. Subject to , dated as of January 22, 2021 (the requirements of law“Confidentiality Agreement”), each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement between the parties. (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreementf) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either such party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Bancshares and Wachovia agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of information, it the Company shall afford Farmers the Acquiror and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitationincluding credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers it may reasonably request and, during such period, Security the Company shall furnish promptly to Farmers (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the its business, properties and personnel of Security as Farmers the other may reasonably request. (b) Each of Security the Company and Farmers the Acquiror agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior Section 6.05, and, with respect to the date hereof Company, in connection with the entering into of this Agreement) transactions contemplated hereby, unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. , or at the other party's request, destroyed. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of Zions and First Security agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party, and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the same. other party. (c) No investigation by either party of the business and affairs of the other party, pursuant to this Section 6.05 or otherwise, shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of BKLA and Western agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it each party shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers the requesting party may reasonably request and, during such period, Security the providing party shall furnish promptly to Farmers the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the requesting party may reasonably request. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement or the Stock Option Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.. 21

Access; Information. (a) Security Each of River City Bank and Village Financial agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmers's the other party’s officers, employeesRiver City Bank Employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.6 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.6 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. In the event this Agreement is terminated for any reason, each party hereto immediately shall return to the other party all copies of any and all documents or other written materials or information of or relating to such other parties which were obtained from them or their Subsidiaries or affiliates during the course of the negotiation of this Agreement and the carrying out of the events and transactions described herein (whether during the course of any due diligence investigation or review provided for herein or otherwise) and which documents or other information relates in any way to the business, operations, personnel, customers, or financial condition of such other parties. The parties’ obligations of confidentiality under this Section 6.6 shall survive and remain in effect following any termination of this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Parent and Farmers's its officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel of Security as Farmers Parent may reasonably request. (b) Each of Security and Farmers Parent agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will Parent shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains Company or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party Parent shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto the Company to be returned to the party which furnished the sameCompany or destroyed. No investigation by either party Parent of the business and affairs of the other Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation the obligations of Parent and Interim Sub to consummate the transactions contemplated by this AgreementTransactions. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees that upon reasonable notice and subject to applicable laws Each Party hereto shall keep the other Parties apprised of the status of matters relating to completion of the exchange Transactions or the other transactions contemplated hereby or by the Ancillary Agreements, including promptly furnishing the other with copies of informationany material notices or other communications received by such Party or, to the knowledge of such Party, its Representatives from any third party and/or any Governmental Authority with respect to the Transactions and the other transactions contemplated by this Agreement and the Ancillary Agreements, in each case to the extent permitted by applicable Law. Each Party shall give prompt notice to the other Parties of any development or combination of developments that, individually or in the aggregate, is reasonably likely to (i) cause it to fail to comply with or satisfy in any material respect any covenant, condition or agreement under this Agreement or (ii) prevent, materially delay or materially impair its ability to consummate the transactions contemplated by this Agreement or the Ancillary Agreements, including the failure of a condition in Article VII of this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Each Party shall give prompt notice to the other Party of any fact, event or circumstance known to it that is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in any Material Adverse Effect with respect to Purchaser or the Sales Package Companies, as the case may be. (b) Sellers shall afford Farmers to Purchaser and Farmers's officers, employees, counsel, accountants and other authorized representatives, such its Representatives reasonable access (including for the purpose of transition planning) during normal business hours throughout and upon reasonable prior notice to Sellers until the period prior to earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.01 to all of the properties, books, Contracts, commitments, employees and records of the Sales Package Companies, as Purchaser may from time to time reasonably request, but only to the booksextent that such access does not unreasonably interfere with the business or operations of the Sales Package Companies, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers may reasonably request and, during such period, Security Sellers shall furnish furnish, or cause to be furnished, promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Purchaser all other information concerning the business, properties and personnel senior management of Security the Sales Package Companies as Farmers Purchaser may reasonably request; provided that Sellers shall not be required to (or to cause any of their Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent that doing so would violate applicable Law or any Contract or obligation of confidentiality owing to a third party or result in the loss of attorney-client privilege if, in the case of any such Contract or confidentiality obligation, Sellers shall have used their reasonable best efforts to have obtained the consent of such third party to such access, copies or information, in which case the Parties will use their reasonable best efforts to make appropriate substitute disclosure arrangements. (bc) Each [Reserved]. (d) No investigation by any of Security and Farmers agrees the Parties or their respective representatives shall constitute a waiver of or otherwise affect the representations, warranties, covenants or agreements of the other Party set forth herein. (e) In order to facilitate the resolution of any claims made by or against or incurred by any Party or any of its Affiliates after the Closing, to comply with the terms of this Agreement, any applicable Law or Order of any Governmental Authority or any request of any Governmental Authority or for any other reasonable purpose, (i) with respect to matters not pertaining to Taxes, for a period of six years after the Closing, or for any longer period as may be required by any Governmental Authority or as may be reasonably necessary with respect to the prosecution or defense of any audit or other Action that it will notis then pending or threatened, and will or (ii) with respect to matters pertaining to Taxes, for a period that is equivalent to the period established by any applicable statute of limitations (including any extension or waiver thereof), the other Parties shall, or shall cause its representatives not their respective Subsidiaries to, use (A) retain the books and records (including Tax Returns) of the Sales Package Companies in a manner consistent with such Party’s customary document retention policies (other than destruction policies) on or after the Closing and (B) upon reasonable notice, afford the Representatives of the other Parties reasonable access (including the right to make photocopies, at such Parties’ expense), during normal business hours, to such books and records and reasonable access to and the reasonable assistance of the other Party and its Subsidiaries and respective Representatives with respect to the matters contemplated by this Section 6.05(e) but only to the extent that such access or assistance does not unreasonably interfere with the business or operations of such person or any confidential of its Subsidiaries and (C) otherwise cooperate with and assist the other Parties or any of their respective Affiliates, at the other Parties’ cost and expense, in connection with any such claims, including by causing its and its Affiliates employees to avail themselves for trial, depositions, interviews and other Action-related litigation endeavors, in each case on terms and conditions reasonably satisfactory to the other Party (including with respect to protecting privilege); provided that the Party requesting such information or access agrees to reimburse the other Parties for all reasonable out-of-pocket expenses incurred by the other Parties or any of their respective Subsidiaries in complying with clauses (B) and (C) above; provided, further that no Party shall be required to (or to cause any of its Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent that doing so would violate applicable Law or any Contract or obligation of confidentiality owing to a third party or result in the loss of attorney-client privilege if, in the case of any such Contract or confidentiality obligation, such Party shall have used its reasonable best efforts to have obtained the consent of such third party to such access, copies or information, in which case the Parties will make appropriate substitute disclosure arrangements. Any information disclosed to any Party or their Representatives pursuant to this Agreement (as well as any other information obtained prior Section 6.05(e) shall be subject to the date hereof confidentiality obligations in Section 6.06. (f) (i) Sellers shall provide, and shall cause their Subsidiaries and their respective Representatives to provide, to Purchaser and its Representatives such historical, financial and other business information regarding the Sales Package Companies as Purchaser may reasonably request and of a type customarily provided by Sellers in connection with transactions similar to the Financing, and to provide reasonable cooperation to Purchaser in connection with any Financing as may be reasonably requested by Purchaser and that is customary in connection with transactions similar to the Financing, including (A) using reasonable efforts to cause to be prepared and provided to Purchaser such financial information and data and financial statements of the Sales Package Companies as may be reasonably requested in connection with any Financing and which may be included in documents filed with the SEC in connection with such Financing, (B) causing senior executives of the Sales Package Companies, in each case to the extent reasonably required, to (x) participate in a reasonable number of meetings, presentations, road shows, due diligence sessions with prospective lenders and sessions with rating agencies, (y) assist with the preparation of customary materials for rating agency presentations, offering documents, business projections and similar marketing documents in connection with the entering into Financing and (z) assist in negotiating the documentation for any Financing, including reviewing and commenting on documentation and participating in drafting and negotiating sessions with Purchaser’s Representatives and (C) using commercially reasonable efforts to obtain officers’ certificates, legal opinions, accountants’ comfort letters and consents to the use of audit reports and (y) executing and delivering, effective as of no earlier than the Effective Time, definitive transaction documents, in each case customary for financings similar to the Financing, provided in each case that such requested cooperation does not unreasonably interfere with the ongoing operations of Sellers or the Sales Package Companies. Purchaser shall, from time to time, reimburse Sellers for any and all reasonable out-of-pocket expenses incurred by Sellers in connection with its compliance with this Section 6.05(f) (including reasonable fees and disbursements of counsel and accountants), promptly upon receipt of Sellers written request therefor. For purposes of this AgreementSection 6.05(f), “Financing” means any debt, equity or hybrid financing (including any public offering of securities) for any purpose unrelated undertaken in connection with or to the consummation of support the transactions contemplated by this Agreement. Subject to Purchaser acknowledges and agrees that the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval obtaining of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this AgreementFinancing, or the conditions any alternative financing, is not a condition to either party's Closing and reaffirms its obligation to consummate the transactions contemplated by this AgreementAgreement irrespective and independently of the availability of the Financing or any alternative financing, subject to fulfillment or waiver of the conditions set forth in Sections 7.01 and 7.02. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of GAFC and Summit agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and returns, and, subject to the consent of the independent auditors, work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as as, the same shall become available.

Access; Information. (a) Security Each of GAFC and Summit agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmers's the other party’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and and, and, subject to the consent of the independent auditors, work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as as, the same shall become available.

Access; Information. (a) Security NFCU agrees that upon reasonable notice and subject to applicable laws Applicable Laws relating to the exchange of information, it shall shall, upon reasonable notice, afford Farmers Parent and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such representatives reasonable access during normal business hours throughout the period prior to from the date of this Agreement through the Effective Time Time, in a manner that does not interfere unreasonably with normal operations, to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of NFCU and to such other information as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the business, properties and personnel of Security NFCU as Farmers Parent may reasonably request. (b) Each of Security Parent and Farmers Nationwide Bank agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof of this Agreement in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of lawApplicable Law, including, but not limited to, 12 C.F.R. Parts 716, 717 and 748 as applicable, each party will of Parent and Nationwide Bank shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof of this Agreement in connection with the entering into of this Agreement) unless such information (i) was already known to such partyparty from a source not known by such party to be bound by a confidentiality obligation concerning such information, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains NFCU or (iv) is or becomes readily ascertainable from published information publicly available sources other than as a result of disclosure by Parent or trade sourcesNationwide Bank or their representatives. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Merger shall otherwise fail to be consummated, each party of Parent and Nationwide Bank shall promptly cause all copies of documents or extracts thereof (including without limitation those in electronic format) containing information and data as to another party hereto NFCU to be returned to NFCU or destroyed and, upon the party which furnished written request of NFCU, Parent shall furnish to NFCU an affidavit of the samePresident of Parent attesting that all such action has been taken. No investigation by either party Parent or Nationwide Bank of the business and affairs of the other NFCU shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation the obligations of Parent and Nationwide Bank to consummate the transactions contemplated by this AgreementMerger. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security OC Financial agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers First Place and FarmersFirst Place's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of OC Financial and to such other information relating to OC Financial as Farmers First Place may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) First Place all other information concerning the business, properties and personnel of Security OC Financial as Farmers First Place may reasonably request, subject to applicable law. (b) First Place agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford OC Financial and its authorized representatives such access (during normal business hours) to First Place's personnel as OC Financial may reasonably request. (bc) Each of Security and Farmers Party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of law, each party will Party shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such partyParty, (ii) becomes available to such party Party from other sources not known by such party Party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party Party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Merger shall otherwise fail to be consummated, each party Party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which Party that furnished the same. No investigation by either party any Party of the business and affairs of the any other Party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either partyany Party's obligation to consummate the transactions contemplated by this AgreementMerger. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of information, it the Company shall afford Farmers the Acquiror and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitationincluding credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers it may reasonably request and, during such period, Security the Company shall furnish promptly to Farmers (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, laws and (ii2) all other information concerning the its business, properties and personnel of Security as Farmers the other may reasonably request. (b) Each of Security the Company and Farmers the Acquiror agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior Section 6.05, and, with respect to the date hereof Company, in connection with the entering into of this Agreement) transactions contemplated hereby, unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or pertains, (iv4) is or becomes readily ascertainable from published information or trade sourcessources or (5) is such that such party is required by law or court order to disclose. If either party is required or reasonably believes that it is required to disclose any information described in this section by (i) law, (ii) any court of competent jurisdiction or (iii) any inquiry or investigation by any governmental, official or regulatory body which is lawfully entitled to require any such disclosure, such party (the "REQUIRED PARTY") shall, so far as it is lawful, notify the other party of such required disclosure on the same day that the Required Party (a) is notified of a request for such disclosure from the relevant authority, body or other entity or (b) determines that such disclosure is required, whichever is earlier. Immediately thereafter, and to the extent practical on the same day, and subject to applicable laws, the parties shall discuss and use their reasonable best efforts to agree as to the mandatory nature, the required timing and the required content of such disclosure. The Required Party will furnish only that portion of the information described in this section that is legally required to be disclosed and will exercise its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the information described in this section so furnished. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. , or at the other party's request, destroyed. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Parent and FarmersParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel of Security as Farmers Parent may reasonably request. (b) Without limiting the generality of Section 6.05(a), prior to the Effective Time, Parent and Parent's representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of the Company are in satisfactory condition and will not in a material way adversely impact Parent after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the satisfaction of the conditions to closing as provided hereunder. (c) The Company agrees that, subject to applicable laws, it shall cooperate in good faith with Parent on mutually agreed operating issues which the parties agree have priority. (d) Parent agrees that, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the Company may reasonably request. (e) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, consummated (i) each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the samesame and (ii) for one year after such termination, neither the Company on the one hand, nor Parent or Merger Subsidiary on the other, shall solicit the services of any employee of such other party for purposes of engaging them as an employee, agent, consultant or independent contractor of such soliciting party, provided, however, that no party will be barred from retaining the services, in any capacity, of any current employee of the other party in the event such employee approaches such party with the intent of securing employment with such party. Notwithstanding the foregoing, nothing herein shall prevent the parties hereto from any general advertising or recruitment activities not directed specifically at the employees of the other party hereto. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Bay Banks and Virginia BanCorp agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmers's the other party’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (includingrecords, without limitationTax Returns, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and such other document filed by it pursuant to federal or state securities or banking laws, and (ii) party all other information concerning the its business, properties and personnel of Security as Farmers the other may reasonably request. Neither Virginia BanCorp or its Subsidiaries nor Bay Banks or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of Virginia BanCorp, Bay Banks or their respective Subsidiaries, as the case may be, or contravene any applicable law or regulation. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Merger and the other transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Headlands and GreenPoint agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.5 (as well as ----------- any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section ------- 6.5 (as well as any other information obtained prior to the date hereof in --- connection with the entering into of this AgreementPlan) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. . (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this AgreementPlan, or the conditions to either party's obligation to consummate the transactions contemplated by this AgreementPlan. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Parent and FarmersParent's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as Farmers Parent may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) Parent all other information concerning the its business, properties and personnel of Security as Farmers Parent may reasonably request. (b) Without limiting the generality of Section 6.05(a), prior to the Effective Time, Parent, Parent Bank and their respective representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of the Company are in satisfactory condition and will not in a material way adversely impact Parent or Parent Bank after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the satisfaction of the conditions to closing as provided hereunder. (c) The Company agrees that, subject to applicable laws, it shall cooperate in good faith with Parent on mutually agreed operating issues which the parties agree have priority. (d) Parent agrees that, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent's personnel as the Company may reasonably request. (e) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, (i) each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same; (ii) neither the Company on the one hand, nor Parent or Parent Bank on the other hand, shall, and each of the parties shall cause its respective Subsidiaries and representatives not to, use any confidential information to solicit customers of the other party; and (iii) for one year after such termination, neither the Company on the one hand, nor Parent or Parent Bank on the other shall, and each of the parties shall cause its respective Subsidiaries and representatives not to, solicit the services of any employee of such other party for purposes of engaging them as an employee, agent, consultant or independent contractor of such soliciting party, provided, however, that neither party will be barred from retaining the services, in any capacity, of any current employee of the other party in the event such employee approaches such party with the intent of securing employment with such party. Notwithstanding the foregoing, nothing herein shall prevent the parties hereto from any general advertising or recruitment activities not directed specifically at the employees of the other party hereto. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (aA) Security agrees that upon Upon reasonable notice notice, Bancwest and subject to applicable laws relating to Bank of the exchange of information, it West shall afford Farmers USBN and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period prior up to the Effective Time Date, to all of the properties, books, contracts, commitments and records (including, without limitation, tax returns of Bancwest and work papers of independent auditors), properties, personnel and to such other information as Farmers may reasonably request its Subsidiaries and, during such period, Security Bancwest and Bank of the West shall furnish promptly (and cause its accountants and other agents to Farmers furnish promptly) to USBN (i1) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking lawsBancwest and its Subsidiaries with any Regulatory Authority, (2) such representations and certifications as are necessary for purposes of the pooling letter described in Section 6.1(H), and (ii3) all other information concerning the business, properties and personnel of Security Bancwest and its Subsidiaries as Farmers USBN may reasonably request., provided that no investigation pursuant to this Section 5.6 shall affect or be deemed to modify or waive any representation or warranty made by Bancwest or Bank of the West in this Plan or the conditions to the obligations of Bancwest and Bank of the West to consummate the transactions contemplated by this Plan; and (bB) Each of Security and Farmers agrees that it USBN will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 5.6 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of lawPlan and, each party if this Plan is terminated, will keep confidential, and will cause its representatives to keep confidential, hold all information and documents obtained pursuant to this Agreement paragraph in confidence (as well provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any other action or failure to act by USBN or as it is advised by counsel that any such information obtained prior or document is required by law or applicable stock exchange rule to be disclosed, and in the date hereof in connection with event of the entering into termination of this Agreement) unless Plan, USBN will, upon request by 26 Bancwest, deliver to Bancwest all documents so obtained by USBN or destroy such information (i) was already known to such partydocuments and, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course case of business as the same shall become availabledestruction, will certify such fact to Bancwest.

Access; Information. (a) Security Each of Partners GP, Holdings LP, and Advisors LP agrees that upon reasonable notice and subject to applicable laws Applicable Laws relating to the exchange of information, it shall afford Farmers or cause its Subsidiaries to afford Allianz, AZOA and Farmers's the officers, employees, counsel, financial advisors, auditors, accountants and other authorized representativesrepresentatives of Allianz and AZOA (collectively, the "Allianz Representatives"), such access during normal business hours throughout the period ----------------------- prior to the Effective Time to the books, records (including, without limitation, tax returns any Tax Returns and work papers of independent auditors), propertiesoffices, properties and personnel of such Person, its Subsidiaries and any Sponsored Investment Company and to such other information as Farmers an Allianz Representative may reasonably request and, during such period, Security it shall furnish promptly to Farmers Allianz and AZOA and, at the request of Allianz or AZOA, to any Allianz Representatives (i) a copy of each material report, schedule and other document filed by it it, its Subsidiaries or any such Sponsored Investment Company pursuant to the requirements of federal or state securities or banking laws, and (ii) all other financial and operating data and other information concerning the business, properties properties, assets and personnel of Security it, its Subsidiaries or any Sponsored Investment Company as Farmers an Allianz Representative may reasonably request. (b) Each of Security and Farmers the Parties agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 4.08 (as well as any other information obtained in connection with its consideration or consummation of any of the transactions contemplated by any of the Transaction Documents, including any information obtained prior to the date hereof in connection with the entering into of this Agreementhereof) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions or the Transaction Documents. Subject to the requirements of law, each party will Party shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 4.08 (as well as any other information obtained prior to the date hereof in connection with its consideration or consummation of any of the entering into transactions contemplated by any of this Agreementthe Transaction Documents) unless such information (i1) was already known to such partyParty, (ii2) becomes available to such party Party from other sources not known by such party Party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party Party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party Party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto any of the other Parties to be returned to the party which furnished the sameappropriate Party. No investigation by either party any Party of the business and affairs of any of the other Parties and their respective Subsidiaries shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this AgreementAgreement or any of the other Transaction Documents, or the conditions to either partyany Party's obligation to consummate any of the transactions contemplated by this Agreementany of the Transaction Documents. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (aA) Security Each of Sterling and the Bank agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Xxxxx- Xxxxx and Farmers's Xxxxx-Xxxxx'x officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors, but only upon the consent of such auditors), properties, personnel and to such other information as Farmers Xxxxx-Xxxxx may reasonably request and, during such period, Security it shall furnish promptly to Farmers Xxxxx-Xxxxx (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request.. F5856N.597 Y 2:10/16/98 (bB) Each of Security and Farmers Xxxxx-Xxxxx agrees that it will not, and will cause its representatives Representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.4 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementTransactions. Subject to the requirements of law, each party Xxxxx-Xxxxx will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.4 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement Plan is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party Xxxxx-Xxxxx shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. . (C) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this AgreementPlan, or the conditions to either party's obligation to consummate the transactions contemplated by this AgreementTransactions. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (aA) Security Each of Signet and First Union agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (bB) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. . (C) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this AgreementPlan, or the conditions to either party's obligation to consummate the transactions contemplated by this AgreementPlan. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Company and Zions agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it each party shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers the requesting party may reasonably request and, during such period, Security the providing party shall furnish promptly to Farmers the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the requesting party may reasonably request. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Peninsula and Western agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it each party shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers the requesting party may reasonably request and, during such period, Security the providing party shall furnish promptly to Farmers the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the requesting party may reasonably request. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees that upon Upon reasonable notice and subject to applicable laws relating to the exchange of information, it the Company shall afford Farmers the Acquiror and Farmers's its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitationincluding credit files, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers it may reasonably request and, during such period, Security the Company shall furnish promptly to Farmers (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, laws and (ii2) all other information concerning the its business, properties and personnel of Security as Farmers the other may reasonably request. (b) Each of Security the Company and Farmers the Acquiror agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 6.05 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior Section 6.05, and, with respect to the date hereof Company, in connection with the entering into of this Agreement) transactions contemplated hereby, unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the party to which such information pertains or pertains, (iv4) is or becomes readily ascertainable from published information or trade sourcessources or (5) is such that such party is required by law or court order to disclose. If either party is required or reasonably believes that it is required to disclose any information described in this section by (i) law, (ii) any court of competent jurisdiction or (iii) any inquiry or investigation by any governmental, official or regulatory body which is lawfully entitled to require any such disclosure, such party (the "Required Party") shall, so far as it is lawful, notify the other party of such required disclosure on the same day that the Required Party (a) is notified of a request for such disclosure from the relevant authority, body or other entity or (b) determines that such disclosure is required, whichever is earlier. Immediately thereafter, and to the extent practical on the same day, and subject to applicable laws, the parties shall discuss and use their reasonable best efforts to agree as to the mandatory nature, the required timing and the required content of such disclosure. The Required Party will furnish only that portion of the information described in this section that is legally required to be disclosed and will exercise its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the information described in this section so furnished. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. , or at the other party's request, destroyed. (c) No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security agrees that upon reasonable notice The Company and each of the Members agree that, subject to applicable laws Applicable Law relating to the exchange of informationinformation and any confidentiality agreements, it the Company shall afford Farmers the Purchaser and Farmers's the Parent and their respective officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours and upon reasonable notice throughout the period prior from the date hereof to the Effective Time Closing to the books, records (including, without limitation, tax returns including Tax Returns and work papers of independent auditors), properties, personnel and to such other information of the Company and the Members as Farmers the Purchaser or the Parent (or any such representative) may reasonably request request, and, during such period, Security the Company shall furnish promptly to Farmers the Purchaser or the Parent (ior such other representative) (1) a copy of each material report, schedule and other document filed by it the Company or any of the Members pursuant to federal the requirements of any Governmental Authority or state securities or banking lawsGovernment Sponsored Enterprise, promptly after the filing thereof, (2) as soon as practicable after the end of each calendar month, but in no event later than ten (10) Business Days after the end of each calendar month, unaudited consolidated balance sheets of the Company and related statements of operations for the month then ended and for that portion of such fiscal year ended with the last day of such monthly accounting period, each internally prepared by the Company in compliance with United States generally accepted accounting principles and consistent with past practice, and (ii3) all other information concerning the business, properties and personnel of Security the Company an as Farmers the Purchaser or the Parent (or any such other representative) may reasonably request, promptly after such request. (b) Each of Security the Purchaser and Farmers the Parent agrees that prior to the Closing it will shall not, and will shall cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 5.02 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party the Purchaser and the Parent will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 5.02 unless such information (i1) was already known to such partyperson, (ii2) becomes available to such party person from other sources not known by such party person to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the other party to which such information pertains or (iv4) is or becomes readily ascertainable from published information or trade sources. In Except with respect to requests or actions taken by any Governmental Authority that regulates United States domestic or foreign banks or bank holding companies, with respect to which the event that this Agreement is terminated Purchaser and the Parent will have no obligation to give any notice or take any remedial action, if the Purchaser or the transactions contemplated Parent shall be required by subpoena, judicial order or other action of a Governmental Authority to disclose any such information obtained pursuant to this Agreement shall otherwise fail Section 5.02, to be consummatedthe extent permissible, each party it shall promptly cause all copies give notice of documents or extracts thereof containing information and data as to another party hereto to be returned such event to the party which furnished Company and use its reasonable efforts to permit the same. Company to challenge or limit the scope of any such action. (c) No investigation by either party the Purchaser or the Parent of the business and affairs of the other Company or the Members shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Franklin agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers First Place and FarmersFirst Place's officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel of Franklin and to such other information relating to Franklin as Farmers First Place may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) First Place all other information concerning the business, properties and personnel of Security Franklin as Farmers First Place may reasonably request, subject to applicable law. (b) First Place agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Franklin and its authorized representatives such access to First Place's personnel as Franklin may reasonably request. (bc) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementMerger. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.6 hereof (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Merger shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's obligation to consummate the transactions contemplated by this AgreementMerger. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of 1st United and Wachovia agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of ALBANK and COFI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representativesRepresentatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security ALBANK and Farmers COFI agrees that it will not, and will cause its representatives Representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives Representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security each party shall promptly furnish Farmers the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Company, Company Bank and Zions agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it each party shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers the requesting party may reasonably request and, during such period, Security the providing party shall furnish promptly to Farmers the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the requesting party may reasonably request. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (aA) Security agrees that upon Upon reasonable notice notice, the Company and subject to applicable laws relating to the exchange of information, it Bank shall afford Farmers Heritage and FarmersHeritage shall afford the Company and Heritage's and the Company's respective officers, employees, counsel, accountants and other authorized representatives, such access access, during normal business hours throughout the period prior up to the Effective Time Date, to the all of their respective properties, books, records (includingcontracts, without limitation, tax returns commitments and work papers of independent auditors), properties, personnel and to such other information as Farmers may reasonably request and, during records. During such period, Security the Company and the Bank shall furnish promptly to Farmers Heritage and Heritage shall furnish promptly to the Company (iand cause their respective accountants and other agents to furnish promptly) (1) a copy of each material report, schedule and other document filed by it pursuant to federal the Company and its Subsidiaries or state securities or banking lawsHeritage and its Subsidiaries with any Regulatory Authority, and (ii2) all other information concerning the business, properties and personnel of Security as Farmers Company or Heritage, respectively, may reasonably request., provided that no investigation pursuant to this Section 5.6 shall affect or be deemed to modify or waive any representation or warranty made by the Company or the Bank or Heritage in this Plan or the conditions to the obligations of the Company and the Bank or Heritage to consummate the transactions contemplated by this Plan; and (bB) Each of Security The Company and Farmers agrees that it Heritage will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) Section 5.6 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of lawPlan and, each party if this Plan is terminated, will keep confidential, and will cause its representatives to keep confidential, hold all confidential information and documents obtained pursuant to this Agreement paragraph in confidence (as well provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any other action or failure to act by Company or Heritage or as it is advised by counsel that any such information obtained prior or document is required by law or applicable stock exchange rule to be disclosed, and in the event of the termination of this Plan, Company and Heritage will, upon request by the other, deliver to the date hereof other all documents so obtained by it or destroy such documents and, in connection with the entering into case of this Agreement) unless destruction, will certify such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned fact to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreementother. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of PEOPLES and CNN agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 5.07 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 5.07 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security PEOPLES party shall promptly furnish Farmers CNN with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of AmSouth and First American agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party, and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii2) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i1) was already known to such party, (ii2) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii3) is disclosed with the prior written approval of the providing party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that If this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the same. other party. (c) No investigation by either party of the business and affairs of the other party, pursuant to this Section 6.05 or otherwise, shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security IJL agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers Wachovia and FarmersWachovia's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers Wachovia may reasonably request and, during such period, Security it shall furnish promptly to Farmers Wachovia (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other party may reasonably request. (b) Each of Security and Farmers Wachovia agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will Wachovia shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such partyWachovia, (ii) becomes available to such party Wachovia from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.contemplated

Access; Information. (a) Security Each of the Company and Zions agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and Tax Returns and, to the extent permitted by its auditors, work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers (i) a copy of each material report, schedule and such other document filed by it pursuant to federal or state securities or banking laws, and (ii) party all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.06 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each party agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmers's its officers, employees, counsel, accountants and other authorized representatives, representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns Tax Returns and work papers of independent auditors), properties, properties and personnel and to such other information as Farmers such party may reasonably request and, during such period, Security shall it shall, as promptly as is reasonably practicable, furnish promptly to Farmers (i) a copy of each material report, schedule and the other document filed by it pursuant to federal or state securities or banking laws, and (ii) party all other information concerning the its business, properties and personnel of Security as Farmers such party may reasonably request. (b) Without limiting the generality of Section 6.05(a), prior to the Effective Time, each party and its respective representatives shall have the right, subject to the notice provision set forth in Section 6.05(a), to conduct a review to determine (i) that the assets, books, records and operations of the other party are in satisfactory condition and will not in a material way adversely impact such party after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the satisfaction of the conditions to closing as provided hereunder. (c) SCB agrees that, subject to applicable laws, it shall cooperate in good faith with FCB on mutually agreed operating issues which the parties agree have priority. (d) Each of Security and Farmers party agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will shall keep confidential, and will shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, consummated each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party's ’s obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.

Access; Information. (a) Security Each of Jefferson and Wachovia agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Farmers the other party and Farmersthe other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as Farmers any party may reasonably request and, during such period, Security it shall furnish promptly to Farmers such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Security it as Farmers the other may reasonably request. (b) Each of Security and Farmers agrees that it will not, and will cause its representatives not to, use any confidential information obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Agreement Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, Security shall promptly furnish Farmers with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.