Common use of Access; Information Clause in Contracts

Access; Information. (a) The Company agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders and its counsel) 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), Real Property and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser may reasonably request and, during such period, it shall furnish promptly to Purchaser all information concerning the business, Real Property and personnel of the Company as Purchaser may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunder. (b) The Company agrees to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time. (c) All information furnished to either party by the other party pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”).

Access; Information. (a) The Company agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford Parent and shall cause its Subsidiaries to afford Purchaser Parent’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) such other authorized 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 and work papers of independent auditors), Real Property Contracts, properties and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser Parent all information concerning the its business, Real Property properties and personnel of the Company as Purchaser Parent may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company agrees to provide and to cause its RepresentativesWithout limiting the generality of Section 6.05(a), its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect prior to the Financing (Effective Time, Parent and any substitutions, replacements or refinancing thereof). Such cooperation will include Parent’s representatives shall have the right to conduct a review to determine (i) to that the extent reasonably requestedassets, the making available to Purchaserbooks, the lenders providing the Financing records and their respective representatives of personnel, documents, financial and operational data and other information operations of the Company are in satisfactory condition and its Subsidiaries relating to their respective operations, will not in a material way adversely impact Parent after consummation of the transactions contemplated hereby and (ii) requiring the senior management accuracy of the Company to participate in meetings representations and due diligence sessions in connection with warranties and the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any satisfaction of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary conditions to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeclosing as provided hereunder. (c) All 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 including assisting in developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (d) Parent agrees that, upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent’s personnel as the Company may reasonably request and such books and records of the Parent as is substantially similar in scope as provided to the Company in its due diligence review prior to the date of this Agreement. (e) Each party agrees that it will, and will cause its representatives to, hold any information furnished to either party by the other party obtained pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence Section 6.05 in accordance with the provisions terms of the Confidentiality Agreement, dated as of June 3March 1, 2004 between Purchaser and the Company 2006 (the “Confidentiality Agreement”), between the parties. (f) 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 such party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) The Company agrees that will, upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders Parent and its counsel) such authorized Representatives, reasonable access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including, without limitation, Tax Returns including tax returns and work papers of independent auditors), Real Property properties, personnel and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of the Securities Laws, and (ii) all other information concerning the business, Real Property properties and personnel of it as the Company as Purchaser other party may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company agrees Parent will, upon reasonable notice and subject to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect applicable laws relating to the Financing (and any substitutionsexchange of information, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of afford the Company and its Subsidiaries relating authorized Representatives, reasonable access during normal business hours throughout the period prior to their respective operationsthe Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and to such other information as the Company may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of Securities Laws, and (ii) requiring all other information concerning the senior management business, properties and personnel of it as the other party may reasonably request. (c) Each of Parent and the Company confirm that any information obtained pursuant to this Section 6.06 will be subject to the terms of the letter agreement, dated June 30, 2000 (as it may be amended from time to time, the "Confidentiality Agreement"), between Parent and the Company. (d) No investigation by a 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 consummation of the Merger contained in Article VII. (e) As soon as practicable after the date of this Agreement, Parent will deliver to the Company an information request list requesting information regarding the Subsidiaries of the Company to participate in meetings and due diligence sessions reasonably necessary in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing seeking regulatory notice and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may approvals required in connection with the Financing, which Liens will be effective at the Effective Time. (c) All information furnished to either party transactions contemplated by the other party pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and the Company (shall use its reasonable best efforts to provide within 20 days of such delivery the “Confidentiality Agreement”)requested information based on information within the Company"s possession.

Access; Information. (a) The Company TCFC agrees that upon reasonable notice and subject to applicable Laws law, regulation or policies imposed by any Governmental Authority relating to the exchange of information, it shall afford SHBI and shall cause its Subsidiaries to afford Purchaser SHBI’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) other authorized representatives such access during normal business hours hours, provided that such access shall not interfere unnecessarily with the normal business operations of TCFC or its Subsidiaries, throughout the period prior to the Effective Time Time, to the booksbooks (other than minutes or other records that discuss the Transaction), records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property systems, properties, personnel and personnel advisors of the Company TCFC and its Subsidiaries and to such other information relating to the Company TCFC and its Subsidiaries as Purchaser SHBI may reasonably request request, provided that SHBI shall coordinate any and all meetings with TCFC personnel with one or more designated representatives of TCFC, and, during such period, it TCFC shall furnish promptly to Purchaser SHBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, Real Property properties and personnel of the Company TCFC and its Subsidiaries as Purchaser SHBI may reasonably request and request. Notwithstanding the foregoing, TCFC shall instruct its Representatives not be required to cooperate provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of TCFC or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any such event, TCFC will work in good faith with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderSHBI to make appropriate substitute disclosure arrangements. (b) The Company agrees During the period from the date of this Agreement to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time, TCFC shall, upon the reasonable request of SHBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of SHBI regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 20 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), TCFC will deliver to SHBI its consolidated balance sheet and consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, TCFC will deliver to SHBI its consolidated balance sheet and consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for such year prepared in accordance with GAAP. TCFC shall use its commercially reasonable best efforts to deliver to SHBI its audited consolidated balance sheet as of December 31, 2022 and audited consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for the year ended December 31, 2022 by no later than March 15, 2023. Subject to applicable law, within 15 days after the end of each month, TCFC will deliver to SHBI a consolidated balance sheet and consolidated statements of operations, without related notes, for such month prepared in accordance with GAAP. (c) SHBI agrees that upon reasonable notice and subject to applicable law, regulation or policies imposed by any Governmental Authority relating to the exchange of information, it shall afford TCFC and TCFC’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours, provided that such access shall not interfere unnecessarily with the normal business operations of SHBI or its Subsidiaries, throughout the period prior to the Effective Time. to the books (other than minutes or other records that discuss the Transaction), records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of SHBI and its Subsidiaries and to such other information relating to SHBI and its Subsidiaries as TCFC may reasonably request, provided that TCFC shall coordinate any and all meetings with SHBI personnel with one or more designated representatives of SHBI, and, during such period, SHBI shall furnish promptly to TCFC (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of SHBI and its Subsidiaries as TCFC may reasonably request. Notwithstanding the foregoing, SHBI shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of SHBI or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any such event, SHBI will work in good faith with TCFC to make appropriate substitute disclosure arrangements. (d) During the period from the date of this Agreement to the Effective Time, SHBI shall, upon the request of TCFC, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of TCFC regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 20 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), SHBI will deliver to TCFC its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, SHBI will deliver to TCFC its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within 15 days after the end of each month, SHBI will deliver to TCFC a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP. (e) All information furnished to either party by the other party pursuant to this Agreement Section 6.06 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreementletter agreement, dated as of June 3August 30, 2004 2022 by and between Purchaser SHBI and the Company TCFC (the “Confidentiality Agreement”). (f) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein.

Access; Information. (a) The Company ProCentury agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford Meadowbrook and shall cause its Subsidiaries to afford Purchaser Merger Sub and Purchaser’s Representatives (including its lenders their officers, employees, counsel, accountants and its counsel) other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, including Tax Returns and work papers of independent auditors), Real Property properties and personnel of the Company ProCentury and its Subsidiaries to such other information relating to the Company ProCentury as Purchaser Meadowbrook may reasonably request and, during such period, it shall furnish promptly to Purchaser Meadowbrook and Merger Sub all information concerning the business, Real Property properties and personnel of the Company ProCentury as Purchaser Meadowbrook and Merger Sub may reasonably request and shall instruct its Representatives request, subject to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderapplicable Law. (b) The Company agrees Meadowbrook and Merger Sub agree that upon reasonable notice and subject to provide applicable Laws relating to the exchange of information, they shall afford ProCentury and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including Tax Returns and work papers of independent auditors), properties and personnel of Meadowbrook and Merger Sub and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and such other information of the Company and its Subsidiaries relating to their respective operationsMeadowbrook and Merger Sub as ProCentury may reasonably request and, (ii) requiring during such period, they shall furnish promptly to ProCentury all information concerning the senior management business, properties and personnel of the Company Meadowbrook and Merger Sub as ProCentury may reasonably request, subject to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeapplicable Law. (c) All information furnished to either party No investigation by the other party pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions any Party of the Confidentiality business and affairs of any other Party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, dated as of June 3, 2004 between Purchaser and or the Company (conditions to any Party’s obligation to consummate the “Confidentiality Agreement”)Merger.

Access; Information. (a) The Company agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford Parent and shall cause its Subsidiaries to afford Purchaser Parent’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) such other authorized 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 and work papers of independent auditors), Real Property Contracts, properties and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser Parent all information concerning the its business, Real Property properties and personnel of the Company as Purchaser Parent may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company agrees to provide and to cause its RepresentativesWithout limiting the generality of Section 6.05(a), its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect prior to the Financing (Effective Time, Parent and any substitutions, replacements or refinancing thereof). Such cooperation will include Parent’s representatives shall have the right to conduct a review to determine (i) to that the extent reasonably requestedassets, the making available to Purchaserbooks, the lenders providing the Financing records and their respective representatives of personnel, documents, financial and operational data and other information operations of the Company are in satisfactory condition and its Subsidiaries relating to their respective operations, will not in a material way adversely impact Parent after consummation of the transactions contemplated hereby and (ii) requiring the senior management accuracy of the Company to participate in meetings representations and due diligence sessions in connection with warranties and the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any satisfaction of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary conditions to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeclosing as provided hereunder. (c) All 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 including assisting in developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (d) Parent agrees that, upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent’s personnel as the Company may reasonably request and such books and records of the Parent as is substantially similar in scope as provided to the Company in its due diligence review prior to the date of this Agreement. (e) Each party agrees that it will, and will cause its representatives to, hold any information furnished to either party by the other party obtained pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence Section 6.05 in accordance with the provisions terms of the Confidentiality Agreement, dated as of June 3December 19, 2004 between Purchaser and the Company 2012 (the “Confidentiality Agreement”), between the parties. (f) 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 -48- this Agreement, or the conditions to such party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) The Company GLB agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford BVCC and shall cause its Subsidiaries to afford Purchaser BVCC's officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (records, including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties and personnel of the Company GLB and its Subsidiaries to such other information relating to the Company GLB as Purchaser BVCC may reasonably request and, during such period, it shall furnish promptly to Purchaser BVCC all information concerning the business, Real Property properties and personnel of the Company GLB as Purchaser BVCC may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company BVCC agrees that upon reasonable notice and subject to provide applicable laws relating to the exchange of information, it shall afford GLB and GLB'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 and personnel of BVCC and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and such other information relating to BVCC as GLB may reasonably request and, during such period, it shall furnish promptly to GLB all information concerning the business, properties and personnel of the Company BVCC and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that as GLB may required in connection with the Financing, which Liens will be effective at the Effective Timereasonably request. (c) All information furnished to either party by the other party pursuant to this Agreement Section 6.6 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality AgreementAgreements, dated as of June 32, 2004 2005 and August 8, 2005 between Purchaser BVCC and the Company GLB (the “"Confidentiality Agreement”Agreements"). (d) As soon as reasonably available but in no event more than five business days after filing, GLB will deliver to BVCC each report, financial or otherwise, filed by it or GLB Bank with any Bank Regulatory Authority or the SEC. (e) As soon as reasonably available but in no event more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed by it or any of its Subsidiaries with any Bank Regulatory Authority or the SEC. (f) Within 30 calendar days after the end of each month, GLB will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month. (g) Within 30 calendar days after the end of each month, BVCC will deliver to GLB, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of BVCC's application to the FRB to become registered as a bank holding company.

Access; Information. (a) The Prior to the Closing, the Company agrees that will (and will cause the Company Subsidiaries to): (i) afford, upon reasonable notice, to each Purchaser and its representatives, counsel, accountants, agents and employees reasonable access to all of the Company’s and the Company Subsidiaries’ business, operations, properties, books, files and records, and will do everything reasonably necessary to enable each Purchaser and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, assets and properties of the Company and the Company Subsidiaries and the condition thereof and to update such examination at such intervals as such Purchaser shall deem appropriate, all upon reasonable notice and subject at such reasonable times and as often as such Purchaser may reasonably request; (ii) deliver to applicable Laws relating each Purchaser, simultaneously with its delivery to the exchange of informationCompany’s senior management, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders and its counselA) such access during normal business hours throughout the period prior monthly financial reporting package delivered to the Effective Time to the books, records Company’s senior management and (including, without limitation, Tax Returns and work papers of independent auditors), Real Property and personnel B) any other periodic financial reports prepared by or on behalf of the Company and its the Company Subsidiaries for the senior management of the Company; (iii) make appropriate officers of the Company and Company Subsidiaries available upon reasonable notice and at such reasonable times and as often as Purchasers may reasonably request for consultation with such Purchaser with respect to such other information matters relating to the Company as Purchaser may reasonably request and, during such period, it shall furnish promptly to Purchaser all information concerning the business, Real Property business and personnel affairs of the Company and Company Subsidiaries; and (iv) to the extent consistent with applicable law, inform Purchasers in advance (except with respect to events which require public disclosure, in which case only following the Company’s public disclosure thereof through applicable securities law filings or otherwise) with respect to any material corporate actions and consult with the Company and Company Subsidiaries with respect to such actions, and consider, in good faith, the recommendations of Purchasers in connection with the matters on which they are consulted as Purchaser described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding the foregoing, at any time during which the Company is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may reasonably request satisfy its obligations pursuant to clause (ii) by filing with the SEC (via the XXXXX system or otherwise) annual and quarterly reports satisfying the requirements of the Exchange Act. Any investigation pursuant to this Section 5.3 shall instruct its Representatives be conducted in such manner as not to cooperate interfere unreasonably with Purchaser in its investigation the conduct of the business of the Company; provided, however, that no investigation of the Company’s business and nothing herein shall affect any representation or warranty given by require the Company hereunderor any Company Subsidiary to disclose any information to the extent (x) prohibited by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchasers provide assurances reasonably acceptable to the Company that such information shall not be used by such Purchaser or its Affiliates to compete with the Company and Company Subsidiaries), or (z) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (z) apply). (b) The Company agrees to provide No investigation by Purchasers or its representatives shall affect the representations and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information warranties of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate set forth in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timethis Agreement. (c) All information furnished to either party by the other party pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”).

Access; Information. (a) The Company Xxxxxxxxx agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of informationlaws, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders NBT and its designated authorized 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, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property minute books of Xxxxxxxxx’x board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of the Company Salisbury and its Subsidiaries to such other information relating to the Company Salisbury as Purchaser NBT may reasonably request and, during such period, it shall furnish promptly to Purchaser NBT all information concerning the business, Real Property properties and personnel of the Company Salisbury as Purchaser NBT may reasonably request request. NBT shall use commercially reasonable efforts to minimize any interference with Xxxxxxxxx’x regular business operations during any such access to Salisbury’s employees, property, books and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrecords. (b) The Company agrees In furtherance of the foregoing, Salisbury shall, on a biweekly basis, provide to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include NBT a report setting forth (i) to the extent Salisbury Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT may reasonably requestedrequest regarding such loans, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring a list of all commercial real estate loans and commercial business loans approved during the senior management of period covered by the Company to participate in meetings and due diligence sessions in connection with the Financingreport, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on as well as any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial additional information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that as NBT may required in connection with the Financing, which Liens will be effective at the Effective Timereasonably request regarding such loans. (c) Salisbury shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to either party NBT by the other party Salisbury pursuant to this Agreement Section 5.10(a) shall be subject to, and such receiving party NBT shall hold all such information in confidence in accordance with with, the provisions of the Confidentiality Agreementletter agreement, dated as of June 3September 12, 2004 2022, by and between Purchaser Salisbury and the Company NBT (the “Confidentiality Agreement”). (e) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall NBT have access to any information that, based on advice of Xxxxxxxxx’x counsel, would: (a) reasonably be expected to waive any material legal privilege; (b) result in the disclosure of any trade secrets of third parties; or (c) violate any obligation of Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, Xxxxxxxxx has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by Xxxxxxxxx. No investigation by NBT of the business and affairs of Salisbury shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreement.

Access; Information. (a) The Company Exxxx agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of informationlaws, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders NBT and its designated authorized 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, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property minute books of Exxxx’x board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of the Company Exxxx and its Subsidiaries to such other information relating to the Company Exxxx as Purchaser NBT may reasonably request and, during such period, it shall furnish promptly to Purchaser NBT all information concerning the business, Real Property properties and personnel of the Company Exxxx as Purchaser NBT may reasonably request request. NBT may hire, at its expense, a mutually-agreeable third party consultant to perform cybersecurity system testing and monitoring (based on a mutually-agreeable project scope and terms) in order to confirm that the Exxxx’ technology systems are free of security breaches and, if necessary, provide remediation and notices related thereto. NBT and Exxxx shall instruct its Representatives to cooperate with Purchaser in its investigation each receive the results of the testing and reasonably coordinate their efforts on any potential remediation and notices. NBT shall use commercially reasonable efforts to minimize any interference with Exxxx’x regular business of the Company; providedoperations during any such access to Exxxx’x employees, howeverproperty, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderbooks and records. (b) The Company agrees In furtherance of the foregoing, Exxxx shall, on a monthly basis, provide to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include NBT a report setting forth (i) to the extent Exxxx Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT may reasonably requestedrequest regarding such loans, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring a list of all commercial real estate loans and commercial business loans approved during the senior management of period covered by the Company to participate in meetings and due diligence sessions in connection with the Financingreport, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on as well as any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial additional information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that as NBT may required in connection with the Financing, which Liens will be effective at the Effective Timereasonably request regarding such loans. (c) Exxxx shall keep NBT reasonably apprised of the status of any legal proceeding involving Exxxx or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within five Business Days of such change. NBT shall keep Exxxx reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Exxxx of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to either party NBT by the other party Exxxx pursuant to this Agreement Section 5.10(a) shall be subject to, and such receiving party NBT shall hold all such information in confidence in accordance with with, the provisions of the Confidentiality Agreementletter agreement, dated as of June 323, 2004 2024, by and between Purchaser Exxxx and the Company NBT (the “Confidentiality Agreement”). (e) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall NBT have access to any information that, based on advice of Exxxx’x counsel, would: (a) reasonably be expected to waive any material legal privilege; (b) result in the disclosure of any trade secrets of third parties; or (c) violate any obligation of Exxxx with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, Exxxx has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Exxxx or such Person or Persons as may be designated by Exxxx. No investigation by NBT of the business and affairs of Exxxx shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreement.

Access; Information. (a) The Company agrees that upon Upon reasonable notice from PCB and subject to applicable Laws relating to the exchange of information, it NCB shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders PCB and its officers, employees, counsel) , accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties, personnel and personnel advisors of NCB and the Company Bank and its Subsidiaries to such other information relating to NCB and/or the Company Bank as Purchaser PCB may reasonably request and, during such period, it NCB shall furnish promptly to Purchaser PCB all information concerning the business, Real Property properties and personnel of NCB or the Company Bank as Purchaser PCB may reasonably request request. Such access to the books, records, properties, personnel, advisors, and information of NCB and the Bank shall instruct permit PCB and its Representatives duly authorized representatives access for all purposes in connection with the Merger, including, without limitation: (i) meeting with, interviewing, and assessing the qualifications of employees of NCB or the Bank to cooperate with Purchaser in its investigation be employed by PCB and/or the Bank from and after the Effective Time; (ii) assessing and confirming the timely conversion or continuation of the business data processing systems and processes of NCB and the Bank in connection with the Merger; (iii) assessing and measuring the assets and liabilities of NCB and the Bank for purposes of fair value accounting in connection with the Merger; and (iv) otherwise confirming the accuracy and completeness of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given information being provided by the Company hereunderNCB to PCB under this Agreement. (b) The Company agrees to provide NCB shall cooperate, and use its commercially reasonable efforts to cause its Representativesindependent auditor to cooperate, its Subsidiaries at NCB’s expense, with PCB in order to enable PCB and its Subsidiaries’ Representatives Affiliates to provideprepare financial statements, all necessary cooperation reasonably requested including, without limitation, pro forma financial information, for PCB, NCB, and/or the Bank that may be required by Purchaser PCB in connection with the arrangement and the negotiation filing of agreements regulatory applications with respect to the Financing (and any substitutions, replacements Governmental Authorities or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may otherwise required in connection with the Financingtransactions contemplated by this Agreement. Without limiting the generality of the foregoing, which Liens NCB agrees that it will be effective at execute and deliver, and cause its officers to execute and deliver (including former officers of NCB after the Effective TimeClosing,) such “representation” letters as are customarily delivered in connection with audits and as the independent auditors of PCB may respectively reasonably request under the circumstances. (c) All information furnished to either party by the other party pursuant to this Agreement Section 5.4 shall be subject toto the provisions of Section 5.18 of this Agreement. Neither PCB or NCB shall be required to provide access or disclose information where such access or disclosure would the jeopardize such Party’s attorney-client privilege (after giving due consideration to the existence of any common interest, and joint defense or similar agreement between the Parties), provided that that in any event, a Party asserting such receiving party shall hold all such information privilege will work with the other Parties in confidence good faith to make appropriate substitute disclosure arrangements. (d) Not later than fifteen (15) days after each calendar month end during the period from the date of this Agreement until the Closing Date or termination of this Agreement in accordance with the provisions its terms, NCB shall prepare in good faith and deliver to PCB: (A) a balance sheet of NCB and of the Confidentiality Agreement, dated Bank as of June 3, 2004 between Purchaser such month end and related statements of income prepared on a basis consistent with GAAP and the Company NCB Financial Statements (the each such statement, an “Confidentiality AgreementInterim Statement”); (B) a copy of all reports to the NCB Board and the Bank Board for such month, including without limitation, reports regarding the deposits, Loans, any Loan under the terms of which the obligor is 90 or more days delinquent in payment of principal or interest, or to the Knowledge of NCB, in default of any other material provision thereof, each Loan which has been classified as “substandard,” “doubtful,” “loss” or “special mention” (or words of similar import) by the Bank, or an applicable regulatory authority, the ALLL report (including the analysis of the adequacy thereof), a listing of the OREO acquired by foreclosure or by deed-in- lieu thereof, including the book value (and appraised value) thereof, and each Loan with any director or executive officer of NCB and/or the Bank; (C) confirmation of NCB’s and the Bank’s accrual and/or payment of all expenses related to the Merger, including all accountant fees, attorneys’ fees, investment advisor and broker fees, employee and consultant salaries, fees, bonuses (including retention bonuses), change in control payments, and other compensation, conversion costs, and contract termination fees. (e) NCB shall and shall cause the Bank to give not less than two (2) Business Days’ prior written notice of and to permit a duly authorized representative of PCB to attend (whether virtually or in person) all meetings of the NCB Board, the Bank Board, and all committees thereof, as an observer on behalf of PCB. Such representative of PCB shall have no authority to participate in or vote on any matters considered at such meetings. (f) No investigation by any of the Parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other Party set forth herein.

Access; Information. (a) The Company ACP agrees that that, upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford Planet and shall cause its Subsidiaries to afford Purchaser Planet's officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) 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), Real Property properties and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser Planet may reasonably request and, during such period, it shall furnish promptly to Purchaser Planet all information concerning the its business, Real Property properties and personnel as Planet may reasonably request. Without limiting the generality of the Company as Purchaser may reasonably request preceding sentence, prior to the Effective Time, Planet, and its representatives shall instruct its Representatives have the right to cooperate with Purchaser conduct a review to determine (i) that the assets, books, records and operations of ACP are in its investigation satisfactory condition and will not in a material way adversely impact Planet after consummation of the business transactions contemplated hereby and (ii) the accuracy of the Company; provided, however, that no investigation representations and warranties and the satisfaction of the Company’s business shall affect any representation or warranty given by the Company conditions to closing as provided hereunder. (b) The Company ACP agrees that, subject to provide and to cause its Representativesapplicable laws, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser it shall cooperate in connection good faith with Planet on mutually agreed operating issues which the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeparties agree have priority. (c) All Planet agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford ACP and ACP'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 and personnel and to such other information furnished as ACP may reasonably request and, during such period, it shall furnish promptly to either ACP all information concerning its business, properties and personnel as ACP may reasonably request. Without limiting the generality of the preceding sentence, prior to the Effective Time, ACP, and its representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of Planet are in satisfactory condition and will not in a material way adversely impact ACP 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. (d) Each party by the other party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (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 publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be subject toconsummated, and such receiving each party shall hold promptly cause all such copies of documents or extracts thereof containing information in confidence in accordance with and data as to another party hereto to be returned to the provisions party which furnished the same. No investigation by any party of the Confidentiality business and affairs of any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, dated as of June 3, 2004 between Purchaser and or the Company (conditions to any party's obligation to consummate the “Confidentiality transactions contemplated by this Agreement”).

Access; Information. (a) The Company agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford Parent and shall cause its Subsidiaries to afford Purchaser Parent’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) such other authorized 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 and work papers of independent auditors), Real Property Contracts, properties and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser Parent all information concerning the its business, Real Property properties and personnel of the Company as Purchaser Parent may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Companyrequest; provided, however, that no investigation of the Company shall not be required to allow access to any information reasonably relating to the Company’s business shall affect evaluation of this Merger Agreement or any representation or warranty given by of the transactions contemplated hereby, except that the Company hereundershall provide access to any information requested by Parent which is reasonably necessary or desirable in the preparation of the S-4 Registration Statement. (b) The Company agrees Without limiting the generality of Section 6.05(a), prior to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time, upon reasonable prior notice and subject to applicable laws relating to the exchange of information, Parent and Parent’s representatives shall have the right to conduct a review to determine the accuracy of the representations and warranties and the satisfaction of the conditions to closing as provided hereunder. (c) All 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; provided, that Parent shall not be required to allow access to any information furnished reasonably relating to Parent’s evaluation of this Merger Agreement or any of the transactions contemplated hereby, except that Parent shall provide access to any information requested by Parent which is reasonably necessary or desirable in the preparation of the S-4 Registration Statement. (e) Each party agrees that any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) shall be subject to and governed by the Mutual NDA. (f) No investigation by either party by of the business and affairs of the other party pursuant shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and or the Company (conditions to such party’s obligation to consummate the “Confidentiality transactions contemplated by this Agreement”).

Access; Information. (a) The Company Calnet agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford CCBI and shall cause its Subsidiaries to afford Purchaser CCBI’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) 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), Real Property properties and personnel of the Company Calnet and its Subsidiaries to such other information relating to the Company Calnet as Purchaser CCBI may reasonably request and, during such period, it shall furnish promptly to Purchaser CCBI all information concerning the business, Real Property properties and personnel of the Company Calnet as Purchaser CCBI may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company CCBI agrees that upon reasonable notice and subject to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect applicable laws relating to the Financing exchange of information, it shall afford Calnet and Calnet’s authorized representatives such access to CCBI’s personnel and such documents (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificatesincluding without limitation, documents or financial information and (vpleadings related to Previously Disclosed litigation) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that as Calnet may required in connection with the Financing, which Liens will be effective at the Effective Timereasonably request. (c) Calnet shall allow a representative of CCBI to attend as an observer the Calnet Board’s meetings other than any portion of such meeting devoted to the discussion of any actions contemplated under this Agreement or any matter in which attorney-client privilege is or can be asserted. Calnet shall give reasonable notice to CCBI of any such meeting and, if known, the agenda for or business to be discussed at such meeting. Calnet shall also provide to CCBI all written agendas and meeting or written consent materials provided to the Calnet Board in connection with Calnet Board meetings, except as they relate to any portion of such meetings devoted to the discussion of any actions contemplated under this Agreement or any matter in which attorney-client privilege is or can be asserted. All information obtained by CCBI at these meetings shall be treated in confidence as provided in this Section 6.06 (d) All information furnished to either party by the other party pursuant to this Agreement Section 6.06 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3September 6, 2004 2005 between Purchaser CCBI and the Company Calnet (the “Confidentiality Agreement”).

Access; Information. (a) The Each of the Company and Parent agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford the other party and shall cause its Subsidiaries to afford Purchaser the other party’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) 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), Real Property properties and personnel of the Company and its Subsidiaries to such other information relating to as the Company as Purchaser other party may reasonably request and, during such period, it shall the Company shall, as promptly as is reasonably practicable, furnish promptly to Purchaser Parent all information concerning the its business, Real Property properties and personnel of the Company as Purchaser Parent may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company agrees to provide and to cause its RepresentativesWithout limiting the generality of Section 6.05(a), its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect prior to the Financing (Effective Time, Parent and any substitutionsParent’s respective representatives shall have the right, replacements or refinancing thereofsubject to the notice provision set forth in Section 6.05(a). Such cooperation will include , to conduct a review to determine (i) to that the extent reasonably requestedassets, the making available to Purchaserbooks, the lenders providing the Financing records and their respective representatives of personnel, documents, financial and operational data and other information operations of the Company are in satisfactory condition and its Subsidiaries relating to their respective operations, will not in a material way adversely impact Parent after consummation of the transactions contemplated hereby and (ii) requiring the senior management accuracy of the Company to participate in meetings representations and due diligence sessions in connection with warranties and the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any satisfaction of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary conditions to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeclosing as provided hereunder. (c) All 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 party agrees that it will not, and will cause its representatives not to, use any information furnished to either party by the other party obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (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 publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be subject toconsummated, and such receiving each party shall hold promptly cause all such copies of documents or extracts thereof containing information in confidence in accordance with and data as to another party hereto to be returned to the provisions party which furnished the same. No investigation by any party of the Confidentiality business and affairs of any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, dated as or the conditions to any party’s obligation to consummate the transactions contemplated by this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, the Company, Company Subsidiaries, Parent and Parent Subsidiaries (and each of June 3their respective employees, 2004 between Purchaser representatives or other agents) may disclose to any and the Company (all Persons, without limitation of any kind, the “Confidentiality Agreementtax treatment” and “tax structure” of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any such party relating to such “tax treatment” or “tax structure”. For the purposes of this Section 6.05(f), “tax treatment” and “tax structure” shall have the meaning set forth in Section 1.6011-4(c)(7) & (8) of the United States Treasury Regulations.

Access; Information. (a) The Company agrees that upon Upon reasonable notice from Purchaser Parties and subject to applicable Laws laws relating to the exchange of information, it the Seller Parties shall afford the Purchaser Parties and shall cause its Subsidiaries to afford Purchaser their officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) 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), Real Property properties, personnel and personnel advisors of Seller Parties to the Company extent relating to Seller Parties or the transactions contemplated by this Agreement and its Subsidiaries to such other information relating to Seller Parties as the Company as Purchaser Parties may reasonably request and, during such period, it shall furnish promptly to the Purchaser Parties all information concerning the business, Real Property properties and personnel of the Company Seller Parties as Purchaser Parties may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) From the date of this Agreement until the Effective Time, prior to initiating a new loan, or renewing any existing loan, requiring approval of MC Bancorp under section 3.01(s), SL Bank shall provide to MC Bancorp by electronic delivery the underwriting analyses and loan approval documentation for each such loan. From the date of this Agreement until the Effective Time, SL Bank shall provide to Purchaser Parties access to current information and reporting on the condition of the loan and real estate portfolio of SL Bank, including but not limited to updated information respecting Classified Assets and all reports prepared by or provided to management, the SL Bank board of directors or any third-party consultant respecting Classified Assets, OREO, loan delinquencies, criticized or “watch list” assets or similar assets. (c) The Company agrees to provide Seller Parties shall each cooperate, and use their commercially reasonable efforts to cause its Representativestheir independent auditor to cooperate, its Subsidiaries at Seller Parties’ expense, with Purchaser Parties and its Subsidiaries’ Representatives their independent auditors in order to provideenable Purchaser Parties and their Affiliates to prepare financial statements, all necessary cooperation reasonably requested including, without limitation, pro forma financial information, for Seller Parties that may be required by Purchaser Parties in connection with the arrangement and the negotiation filing of agreements regulatory applications with respect to the Financing (and any substitutions, replacements Governmental Authorities or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may otherwise required in connection with the Financingtransactions contemplated by this Agreement. Without limiting the generality of the foregoing, which Liens the Seller Parties agree that each will be effective at execute and deliver, and cause its officers to execute and deliver (including former officers of Seller Parties after the Effective TimeClosing), such “representation” letters as are customarily delivered in connection with audits and as Purchaser Parties’ independent accountants may respectively reasonably request under the circumstances. (cd) All information furnished to either party by the other party pursuant to this Agreement Section 5.04 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreement. (e) No investigation by any of the parties or their respective representatives shall affect the representations, dated as warranties, covenants or agreements of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”)other parties set forth herein.

Access; Information. (a) The Company agrees that upon reasonable notice HFC and subject to applicable Laws Bank, on the one hand, and Fidelity and Thrift, on the other hand, shall keep each other advised of all material developments relating to their respective businesses, and to consummation of the exchange Mergers, and each shall provide to the other, upon request, reasonable details of information, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives any such development. (including its lenders and its counselb) such access during normal business hours throughout During the period prior to the Effective Time of the Holding Company Merger, Fidelity and Thrift shall afford, and Fidelity shall cause the Fidelity Subsidiary to the afford, upon reasonable notice, to HFC and its officers, employees, counsel, accountants and other authorized representatives, reasonable access, during normal business hours, to all of their respective businesses, operations, books, files and records (including, without limitation, Tax Returns limitation tax returns and work papers of independent auditors), Real Property and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser may reasonably request and, during such period, it period shall furnish promptly to Purchaser make available all information concerning the business, Real Property and personnel of the Company same as Purchaser may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunder. (b) The Company agrees to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent be reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time. (c) All During the period prior to the Effective Time of the Holding Company Merger, HFC and Bank shall afford, upon reasonable notice, to Fidelity and its officers, employees, counsel, accountants and other authorized representatives, reasonable access, during normal business hours, to the executive officers of HFC and Bank, and during such period HFC and Bank shall make available all information furnished to either as may be reasonably requested. (d) Each party by the other party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Agreement Section 8.3 (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 shall be subject tokeep confidential, and such receiving party shall hold cause its representatives to keep confidential, all such information in confidence and documents in accordance with the provisions terms of the Confidentiality Agreement. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, dated 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. (e) No investigation by any party of June 3the business and affairs of any other party shall affect or be deemed to modify or waive any representation, 2004 between Purchaser and warranty, covenant or agreement in this Agreement or the Company (conditions to any party's obligation to consummate the “Confidentiality transactions contemplated by this Agreement”).

Access; Information. (a) The Company UNB agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford EWBC and shall cause its Subsidiaries to afford Purchaser EWBC’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) 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), Real Property properties and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser EWBC may reasonably request and, during such period, it shall furnish promptly to Purchaser EWBC all information concerning the its business, Real Property properties and personnel as EWBC may reasonably request. (b) Without limiting the generality of Section 6.04(a), prior to the Effective Time, EWBC and its respective representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of UNB are in satisfactory condition and will not in a material way adversely impact EWBC after consummation of the Company transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the satisfaction of the conditions to closing as Purchaser provided hereunder. (c) UNB agrees that, subject to applicable laws, it shall cooperate in good faith with EWBC on mutually agreed operating issues which the parties agree have priority. (d) EWBC agrees that, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford UNB and its authorized representatives such access to EWBC’s books and records as UNB may reasonably request request. (e) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.04 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party shall keep confidential, and shall instruct cause its Representatives representatives to cooperate keep confidential, all information and documents obtained pursuant to this Section 6.04 (as well as any other information obtained prior to the date hereof in connection with Purchaser in its investigation 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 business party to which such information pertains or (iv) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be 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 same; (B) neither UNB or the Principal Shareholder, on the one hand, nor EWBC or EWB, on the other hand, shall, and each of the Companyparties shall cause its respective representatives not to, use any confidential information to solicit customers of the other party; and (C) for one year after such termination, neither UNB or the Principal Shareholder, on the one hand, nor EWBC or EWB, on the other hand, shall, and each of the parties shall cause its respective 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 no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunder. (b) The Company agrees to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens neither party will be effective at barred from retaining the Effective Time. (c) All information furnished to either party by services, in any capacity, of any current employee of the other party pursuant to this Agreement in the event such employee approaches such party with the intent of securing employment with such party. Notwithstanding the foregoing, nothing herein shall be subject to, 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 any party of the business and such receiving affairs of any other party shall hold all such information affect or be deemed to modify or waive any representation, warranty, covenant or agreement in confidence in accordance with the provisions of the Confidentiality this Agreement, dated as of June 3, 2004 between Purchaser and or the Company (conditions to any party’s obligation to consummate the “Confidentiality transactions contemplated by this Agreement”).

Access; Information. (a) The Company NSD agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford Parent and shall cause its Subsidiaries to afford Purchaser Parent's officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (records, including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties and personnel of the Company NSD and its Subsidiaries to such other information relating to the Company NSD as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser Parent all information concerning the business, Real Property properties and personnel of the Company NSD as Purchaser Parent may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company Parent agrees that upon reasonable notice and subject to provide applicable laws relating to the exchange of information, it shall afford NSD and NSD'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 and personnel of Parent and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and such other information relating to Parent as NSD may reasonably request and, during such period, it shall furnish promptly to NSD all information concerning the business, properties and personnel of the Company Parent and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that as NSD may required in connection with the Financing, which Liens will be effective at the Effective Timereasonably request. (c) All information furnished to either party by the other party pursuant to this Agreement Section 6.06 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality AgreementAgreements, dated as of June 3August 18, 2004 and September 23, 2004 between Purchaser Parent and the Company NSD (the “"Confidentiality Agreement”Agreements"). (d) As soon as reasonably available but in no event more than five business days after filing, NSD will deliver to Parent each report, financial or otherwise, filed by it or NorthSide Bank with any Bank Regulatory Authority or the SEC. (e) Within 20 calendar days after the end of each month, NSD will deliver to Parent the unaudited consolidated balance sheet and unaudited consolidated statement of operations of NSD for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein. (f) Within 20 calendar days after the end of each month, Parent will deliver to NSD the unaudited consolidated balance sheet and unaudited consolidated statement of operations of Parent for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein.

Access; Information. (a1) The Company agrees that will, upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders Parent and its counsel) such authorized Representatives, reasonable access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including, without limitation, Tax Returns including tax returns and work papers of independent auditors), Real Property properties, personnel and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of the Securities Laws, and (ii) all other information concerning the business, Real Property properties and personnel of it as the Company as Purchaser other party may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b2) The Company agrees Parent will, upon reasonable notice and subject to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect applicable laws relating to the Financing (and any substitutionsexchange of information, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of afford the Company and its Subsidiaries relating authorized Representatives, reasonable access during normal business hours throughout the period prior to their respective operationsthe Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and to such other information as the Company may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of Securities Laws, and (ii) requiring all other information concerning the senior management business, properties and personnel of it as the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that party may required in connection with the Financing, which Liens will be effective at the Effective Timereasonably request. (c3) All Each of Parent and the Company confirm that any information furnished to either party by the other party obtained pursuant to this Agreement shall Section 6.06 will be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions terms of the Confidentiality Agreementletter agreement, dated June 30, 2000 (as of June 3it may be amended from time to time, 2004 between Purchaser and the Company (the “Confidentiality Agreement”), between Parent and the Company. (4) No investigation by a 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 consummation of the Merger contained in Article VII. (5) As soon as practicable after the date of this Agreement, Parent will deliver to the Company an information request list requesting information regarding the Subsidiaries of the Company reasonably necessary in connection with seeking regulatory notice and approvals required in connection with the transactions contemplated by this Agreement and the Company shall use its reasonable best efforts to provide within 20 days of such delivery the requested information based on information within the Company’s possession.

Access; Information. (a) The Company Napa agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford Parent, Bank and shall cause its Subsidiaries to afford Purchaser their respective officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) such other authorized 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 and work papers of independent auditors), Real Property Contracts, properties and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser Parent and Bank all information concerning the its business, Real Property properties and personnel of the Company as Purchaser Parent or Bank may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company agrees to provide and to cause its RepresentativesWithout limiting the generality of Section 6.05(a), its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect prior to the Financing (and any substitutionsEffective Time, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requestedParent, the making available to Purchaser, the lenders providing the Financing Bank and their respective representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of personnel, documents, financial Napa are in satisfactory condition and operational data and other information will not in a material way adversely impact Parent or Bank after consummation of the Company transactions contemplated hereby and its Subsidiaries relating to their respective operations, (ii) requiring the senior management accuracy of the Company to participate in meetings representations and due diligence sessions in connection with warranties and the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any satisfaction of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary conditions to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeclosing as provided hereunder. (c) All Napa agrees that, subject to applicable Laws, it shall cooperate in good faith with Parent and Bank on mutually agreed operating issues which the parties agree have priority including assisting in developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (d) Parent and Bank agree that, upon reasonable notice and subject to applicable Laws relating to the exchange of information, they shall afford Napa and its authorized representatives such access to their personnel as Napa may reasonably request and such books and records as is substantially similar in scope as provided to Napa in its due diligence review prior to the date of this Agreement. (e) Each party agrees that it will, and will cause its representatives to, hold any information furnished to either party by the other party obtained pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence Section 6.05 in accordance with the provisions terms of the Confidentiality Agreement, dated as of June 3March 2, 2004 between Purchaser and the Company 2017 (the “Confidentiality Agreement”), between the parties. (f) 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 such party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) The Company agrees that upon Upon reasonable notice from BAY and subject to applicable Laws laws relating to the exchange of information, it FULB and UBB shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders BAY and its officers, employees, counsel) , accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties, personnel and personnel advisors of the Company FULB and its Subsidiaries UBB and to such other information relating to the Company FULB and UBB as Purchaser BAY may reasonably request and, during such period, it shall furnish promptly to Purchaser BAY all information concerning the business, Real Property properties and personnel of FULB and UBB as BAY may reasonably request. Upon reasonable notice from FULB and UBB and subject to applicable laws relating to the Company exchange of information, BAY shall afford FULB, UBB and their respective 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 advisors of BAY and to such other information relating to BAY as Purchaser FULB and UBB may reasonably request and, during such period, it shall furnish to FULB and shall instruct its Representatives to cooperate with Purchaser in its investigation UBB all information concerning the business, properties and personnel of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderBAY as FULB and UBB may reasonably request. (b) The Company agrees to provide FULB and UBB shall cooperate, and use their commercially reasonable best efforts to cause its Representativesindependent auditor to cooperate, its Subsidiaries at FULB’s expense, with BAY and its Subsidiaries’ Representatives independent auditor in order to provideenable BAY and its Affiliates to prepare financial statements, all necessary cooperation reasonably requested including, without limitation, pro forma financial information, for FULB that may be required by Purchaser BAY and BHC in connection with the arrangement and the negotiation filing of agreements regulatory applications with respect to the Financing (and any substitutions, replacements Governmental Authorities or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may otherwise required in connection with the Financingtransactions contemplated by this Agreement. Without limiting the generality of the foregoing, which Liens FULB and UBB agree that they will be effective at execute and deliver, and cause their officers to execute and deliver (including former officers of FULB and/or UBB after the Effective TimeClosing), such “representation” letters as are customarily delivered in connection with audits and as the independent auditors of FULB, UBB or BAY may respectively reasonably request under the circumstances. (c) All information furnished to either party by the other party pursuant to this Agreement Section 6.4 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreementconfidentiality agreement, dated as of June 3September 7, 2004 2016 between Purchaser BAY, FULB and the Company UBB (the “Confidentiality Agreement”). (d) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein.

Access; Information. (a) The Company agrees that will, upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders Parent and its counsel) such authorized Representatives, reasonable access during normal business hours throughout the period prior to the Effective Time or the termination of this Agreement to the books, records (including, without limitation, Tax Returns including tax returns and work papers of independent auditors), Real Property properties, personnel and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of the Securities Laws, and (ii) all other information concerning the business, Real Property properties and personnel of it as the Company as Purchaser other party may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company agrees Parent will, upon reasonable notice and subject to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect applicable laws relating to the Financing (and any substitutionsexchange of information, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of afford the Company and its Subsidiaries relating authorized Representatives, reasonable access during normal business hours throughout the period prior to their respective operationsthe Effective Time or the termination of this Agreement to the books, records (including tax returns and work papers of independent auditors), properties, personnel and to such other information as the Company may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of Securities Laws, and (ii) requiring all other information concerning the senior management business, properties and personnel of it as the other party may reasonably request. (c) Each of Parent and the Company confirm that any information obtained pursuant to this Section 6.06 will be subject to the terms of the letter agreement, dated June 30, 2000 (as it may be amended from time to time, the "Confidentiality Agreement"), between Parent and the Company. (d) No investigation by a 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 consummation of the Merger contained in Article VII. (e) As soon as practicable after the date of this Agreement, Parent will deliver to the Company an information request list requesting information regarding the Subsidiaries of the Company to participate in meetings and due diligence sessions reasonably necessary in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing seeking regulatory notice and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may approvals required in connection with the Financing, which Liens will be effective at the Effective Time. (c) All information furnished to either party transactions contemplated by the other party pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and the Company (shall use its reasonable best efforts to provide within 20 days of such delivery the “Confidentiality Agreement”)requested information based on information within the Company's possession.

Access; Information. (a) The Company Wellesley agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders Cambridge and its 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, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of the Company Wellesley and its Subsidiaries to such other information relating to the Company Wellesley as Purchaser Cambridge may reasonably request and, during such period, it shall furnish promptly to Purchaser Cambridge all information concerning the business, Real Property properties and personnel of the Company Wellesley as Purchaser Cambridge may reasonably request request. Cambridge shall use commercially reasonable efforts to minimize any interference with Wellesley’s regular business operations during any such access to Wellesley’s employees, property, books and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrecords. (b) The Company agrees to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time. (c) All information furnished to either party Cambridge by the other party Wellesley pursuant to this Agreement Section 5.10(a) shall be subject to, and such receiving party Cambridge shall hold all such information in confidence in accordance with with, the provisions of the Confidentiality AgreementMutual Agreement of Confidentiality, dated as of June 3July 11, 2004 2019, by and between Purchaser Wellesley and the Company Cambridge (the “Confidentiality Agreement”). (c) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall Cambridge have access to any information that, based on advice of Wellesley’s counsel, would: (a) reasonably be expected to waive any material legal privilege; (b) result in the disclosure of any trade secrets of third parties; or (c) violate any obligation of Wellesley with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Cambridge, Wellesley has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Wellesley or such Person or Persons as may be designated by Wellesley. No investigation by Cambridge of the business and affairs of Wellesley shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of Cambridge to consummate the transactions contemplated by this Agreement.

Access; Information. (a) The Company agrees that From the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford the Company will (and shall will cause its Subsidiaries to to) afford Purchaser Parent and PurchaserParent’s Representatives (including its lenders and its counsel) sources of Financing of Parent and Purchaser such access during normal business hours throughout the period prior to the Effective Time to the contracts, books, records (including, without limitation, including Tax Returns and work papers of independent auditors), Real Property ) and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser may reasonably request and, during such period, it shall furnish promptly to Purchaser all information concerning the business, Real Property and personnel of the Company as Purchaser may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunder. (b) The Company agrees to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data properties and other information of the Company and its Subsidiaries relating to their respective operationsas Parent may reasonably request regarding the business, (ii) requiring the senior management of the Company to participate in meetings assets, liabilities, employees and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets other aspects of the Company and its Subsidiaries Subsidiaries; provided, however, that such access shall not unreasonably disrupt the operations of the Company or other requested certificatesany of its Subsidiaries. All requests for such access shall be made to such agents of the Company as the Company may designate, documents or financial information who will be solely responsible for coordinating all such requests and (v) providing all assistance necessary to create Liens on access permitted hereunder. Neither Parent, Purchaser nor any of their respective Representatives shall contact any of the assets employees, customers, landlords, licensors or suppliers of the Company and or any of its Subsidiaries that may required in connection with the FinancingTransactions, which Liens whether in person or by telephone, mail or other means of communication, without the prior written consent of the Company or an authorized Representative. Neither the Company nor any of its Subsidiaries will be effective at required to afford access or disclose information that would, in the Effective Timereasonable judgment of the Company, constitute a waiver of attorney-client privilege held by the Company (provided that the Company shall have used reasonable best efforts to afford such access or disclose such information in an way that would not waive such privilege), breach any binding agreement with any third party or violate any applicable law or regulation. The Parties will make reasonable appropriate substitute arrangements in circumstances where the previous sentence applies. (cb) All Each Party will hold any information furnished to either party by the other party pursuant to provided in connection with this Agreement shall be subject to, or the Transactions confidential and such receiving party shall hold all any such information in confidence in accordance with the provisions of will be deemed to be “Information” under the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”).

Access; Information. (a) The Company agrees that upon Upon reasonable notice from SCB and subject to applicable Laws relating to the exchange of information, it BSCA shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders SCB and its officers, employees, counsel) , accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties, personnel and personnel advisors of the Company BSCA and its Subsidiaries to such other information relating to BSCA as SCB may reasonably request and, during such period, BSCA shall furnish to SCB and BOSC all information concerning the Company business, properties and personnel of BSCA as Purchaser SCB may reasonably request. Such access to the books, records, properties, personnel, advisors, and information of BSCA shall permit SCB and BOSC and their duly authorized representatives access for all purposes in connection with the Merger, including, without limitation: (i) meeting with, interviewing, and assessing the qualifications of employees of BSCA to be employed by SCB and/or BOSC from and after the Effective Time; (ii) assessing and confirming the timely conversion of the data processing systems and processes of BSCA in connection with the Merger; (iii) assessing and measuring the assets and liabilities of BSCA for purposes of fair value accounting in connection with the Merger; and (iv) otherwise confirming the accuracy and completeness of the information being provided by BSCA to SCB and BOSC under this Agreement. (b) Upon reasonable notice from BSCA and subject to applicable Laws relating to the exchange of information, SCB and BOSC shall afford BSCA and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and advisors of SCB and BOSC and to such other information relating to SCB or BOSC as BSCA may reasonably request and, during such period, it shall furnish promptly to Purchaser BSCA all information concerning the business, Real Property properties and personnel of the Company SCB and BOSC as Purchaser BSCA may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (bc) The Company agrees to provide BSCA shall cooperate, and use its commercially reasonable efforts to cause its Representativesindependent auditor to cooperate, its Subsidiaries at BSCA’s expense, with SCB and BOSC and their independent auditor in order to enable SCB and its Subsidiaries’ Representatives Affiliates to provideprepare financial statements, all necessary cooperation reasonably requested including, without limitation, pro forma financial information, for BSCA that may be required by Purchaser SCB and/or BOSC in connection with the arrangement and the negotiation filing of agreements regulatory applications with respect to the Financing (and any substitutions, replacements Governmental Authorities or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may otherwise required in connection with the Financingtransactions contemplated by this Agreement. Without limiting the generality of the foregoing, which Liens BXXX agrees that it will be effective at execute and deliver, and cause its officers to execute and deliver (including former officers of BSCA after the Effective TimeClosing,) such “representation” letters as are customarily delivered in connection with audits and as the independent auditors of SCB or BOSC may respectively reasonably request under the circumstances. (cd) All information furnished pursuant to either this Section 6.4 shall be subject to the provisions of Section 6.19 of this Agreement. None of SCB, BOSC or BSCA shall be required to provide access or disclose information where such access or disclosure would the jeopardize such party’s attorney-client privilege (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties), provided that that in any event, a party asserting such privilege will work with the other parties in good faith to make appropriate substitute disclosure arrangements. (e) Not later than the earlier of (i) the day immediately following the monthly BSCA Board meeting each calendar month or (ii) thirty (30) days after each calendar month end during the period from the date of this Agreement until the Closing Date or termination of this Agreement in accordance with its terms, BSCA shall prepare in good faith and deliver to SCB: (A) a balance sheet of BSCA as of such month end and related statements of income prepared on a basis consistent with GAAP and the BSCA Financial Statements (each such statement, an “Interim Statement”); (B) a copy of all reports to the BSCA Board for such month, including without limitation, reports regarding the deposits, Loans, any Loan under the terms of which the obligor is 90 or more days delinquent in payment of principal or interest, or to the Knowledge of BSCA, in default of any other material provision thereof, each Loan which has been classified as “substandard,” “doubtful,” “loss” or “special mention” (or words of similar import) by BSCA, or an applicable regulatory authority, the ALLL report (including the analysis of the adequacy thereof), a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof, and each Loan with any director or executive officer of BSCA; (C) confirmation of BSCA’s accrual and/or payment of all expenses related to the Merger, including all accountant fees, attorneys’ fees, investment advisor and broker fees, employee and consultant salaries, fees, bonuses (including retention bonuses), change in control payments, and other compensation, conversion costs, and contract termination fees. (f) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other party pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”)set forth herein.

Access; Information. (a) The Company agrees RGF, RAC and Crown Bank agree that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it Crown Bank shall afford Acquiror and shall cause its Subsidiaries to afford Purchaser Acquiror’s officers, employees, counsel, accountants, auditors and Purchaser’s Representatives (including its lenders and its counsel) 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), Real Property properties, personnel and personnel advisors of the Company RGF, RAC and its Subsidiaries Crown Bank and furnish to Acquiror such other information relating to the Company Crown Bank as Purchaser Acquiror may reasonably request and, during such period, it shall furnish promptly to Purchaser Acquiror all information concerning the business, Real Property properties and personnel of the Company Crown Bank as Purchaser Acquiror may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company agrees to provide RGF, RAC and Crown Bank shall each cooperate, and use their commercially reasonable best efforts to cause its Representativestheir independent auditors to reasonably cooperate, its Subsidiaries and its Subsidiaries’ Representatives with Acquiror in order to provideenable Acquiror, all necessary cooperation reasonably requested by Purchaser at RGF’s expense, to have independent auditors (as that term is defined in connection with the arrangement Securities Act and the negotiation of agreements with respect to the Financing (published rules and regulations thereunder) selected by Acquiror prepare audited and/or reviewed financial statements for Crown Bank for any fiscal year-end and any substitutions, replacements or refinancing thereof). Such cooperation will include (iinterim period(s) to the extent Acquiror reasonably requested, determines such financial statements are required by the making available to Purchaser, Securities Act and/or the lenders providing Exchange Act. Without limiting the Financing and their respective representatives of personnel, documents, financial and operational data and other information generality of the Company foregoing, RGF, RAC and Crown Bank agree that they will: (i) consent to the use or incorporation of such audited and/or reviewed financial statements in any registration statement or other document filed by Acquiror or any of its Subsidiaries relating to their respective operationsor Affiliates under the Securities Act or the Exchange Act, (ii) requiring the senior management of the Company execute and deliver, and cause its officers to participate in meetings execute and due diligence sessions deliver, such “representation” letters as are customarily delivered in connection with audits and as RGF, RAC and Crown Bank’s or Acquiror’s independent accountants may reasonably request under the Financingcircumstances, and (iii) requiring cooperate, and use its commercially reasonable best efforts to cause its independent auditors to reasonably cooperate, in consenting to the Company’s accountants to provide their reasonable cooperation in connection with use or incorporation of the Financing, (iv) executing and delivering documentation in connection with the release audited financials of Liens on Acquiror or any of the assets of the Company and its Subsidiaries or other requested certificatesAffiliates under the Securities Act or the Exchange Act whether before or after the Closing. RGF, documents or financial information RAC and (v) providing all assistance necessary Crown Bank’s duty to create Liens on any of cooperate pursuant to this Section is between the assets of date hereof and the Company and its Subsidiaries that may required in connection with Closing Date, as well as after the Financing, which Liens will be effective at Closing Date to the Effective Timeextent Acquiror reasonably requests their cooperation. (c) As soon as reasonably practicable and as soon as they are available, RGF shall furnish to Acquiror (i) the Restated Financial Statements (including consolidated balance sheets, income statements, statements of cash flows and statements of changes in stockholder’s equity) of RGF and its Subsidiaries as of and for the years ended December 31, 2002, 2003 and 2004 (together with RGF’s Annual Report on Form 10-K for the year ended December 31, 2004), and (ii) the Post-2004 Financial Statements (including consolidated balance sheets, income statements and statements of changes in stockholder’s equity (without notes to the financial statements). (d) All information furnished to either party by the other party pursuant to this Agreement Section 5.04 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreement, dated as of June 3February 15, 2004 2007, between Purchaser Acquiror and the Company Xxxxx, Xxxxxxxx & Xxxxx, Inc. as agent for RGF, RAC and Crown Bank (the “Confidentiality Agreement”). (e) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein.

Access; Information. (a) The Company CCBI agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford shall, and shall cause its Subsidiaries to to, afford Purchaser Washington Mutual and PurchaserWashington Mutual’s Representatives (including its lenders officers, employees, counsel, accountants and its counsel) 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), Real Property properties, personnel and personnel advisors of the Company CCBI and its Subsidiaries to such other information relating to the Company CCBI as Purchaser Washington Mutual may reasonably request and, during such period, it shall furnish promptly to Purchaser Washington Mutual (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal securities laws and federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, Real Property properties and personnel of the Company CCBI as Purchaser Washington Mutual may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company agrees As soon as reasonably practicable and as soon as they are available, but in no event more than 15 days, after the end of each calendar month ending after the date of this Agreement, CCBI shall furnish to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include Washington Mutual (i) to the extent reasonably requestedconsolidated and consolidating financial statements (including balance sheet, the making available to Purchaser, the lenders providing the Financing income statement and their respective representatives statement of personnel, documents, financial and operational data and other information changes in stockholders’ equity) of the Company CCBI and its Subsidiaries relating to their respective operations, as of and for such month then ended and (ii) requiring any key internal management reports relating to the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeforegoing. (c) From the date of this Agreement until the Effective Time, the Washington Mutual senior manager responsible for the integration of CCBI with Washington Mutual Previously Disclosed to CCBI, and the CCBI senior manager responsible for the integration of CCBI with Washington Mutual Previously Disclosed to Washington Mutual, shall confer on a regular basis regarding the business and operations of Washington Mutual and CCBI. (d) All information furnished to either party by the other party pursuant to this Agreement Section 6.06 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreement, dated as of June 3April 14, 2004 2006 between Purchaser Washington Mutual and the Company CCBI (the “Confidentiality Agreement”). (e) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein.

Access; Information. (a) The Company Sound Bank agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it Sound Bank shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders West Town and its officers, employees, counsel) , accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to the Sound Bank’s and Sound Bank’s Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties and personnel of the Company and its Subsidiaries to such other information relating to the Company them as Purchaser West Town may reasonably request and, during such period, it shall from time to time furnish promptly to Purchaser West Town, all information concerning the business, Real Property properties and personnel of the Company Sound Bank and its Subsidiaries as Purchaser West Town may reasonably request and request. Sound Bank shall instruct its Representatives not be required to cooperate with Purchaser in its investigation provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege or contravene any Law, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderthis Agreement. (b) The Company West Town agrees that upon reasonable notice and subject to provide applicable Laws relating to the exchange of information, West Town shall afford Sound Bank and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to cause its Representatives, its Subsidiaries time throughout the period prior to the Effective Time to West Town’s and its Subsidiaries’ Representatives books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties and personnel and to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and such other information relating to them as the Sound Bank may reasonably request and, during such period, shall from time to time furnish promptly to Sound Bank all information concerning the business, properties and personnel of the Company West Town and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants as Sound Bank may reasonably request. Neither West Town nor any Subsidiary shall be required to provide their reasonable cooperation in connection with access to or to disclose information where such access or disclosure would jeopardize the Financingattorney-client privilege or contravene any Law, (iv) executing and delivering documentation in connection with order, judgment, decree, fiduciary duty or binding agreement entered into before the release date of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timethis Agreement. (c) All information furnished to either party No investigation by the other party pursuant to this Agreement West Town or its Subsidiaries or their respective representatives shall be subject todeemed to modify or waive any representation, and such receiving party shall hold all such information warranty, covenant or agreement of Sound Bank set forth in confidence in accordance with the provisions of the Confidentiality this Agreement, dated as or the conditions to the respective obligations of June 3West Town, 2004 between Purchaser Interim Bank and Sound Bank to consummate the Company transactions contemplated hereby. (d) No investigation by Sound Bank or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of West Town set forth in this Agreement, or the “Confidentiality Agreement”)conditions to the respective obligations of Sound Bank, Interim Bank and West Town to consummate the transactions contemplated hereby.

Access; Information. (a) The Company First SecurityFed agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders MB and its counsel) Representatives, such access during normal business hours throughout the period prior to the Effective Time to the its and its Subsidiaries books, records (including, without limitation, including Tax Returns and work papers of independent auditors), Real Property properties, personnel and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser MB or its Representatives may reasonably request and, during such period, it shall furnish as promptly as reasonable to Purchaser MB or its Representatives (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities or banking (or thrift) laws, and (ii) all other information concerning the business, Real Property properties and personnel of the Company it and its Subsidiaries as Purchaser MB or its Representatives may reasonably request request. First SecurityFed shall also permit MB or its environmental consultant, at the sole expense of MB, to conduct phase I and phase II environmental audits, studies and tests on real property currently owned, controlled, leased or used by First SecurityFed or any of its Subsidiaries or upon which any of them have a Lien; provided however MB shall instruct not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or in the absence thereof based upon the advise of MB's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at MB's sole expense), MB shall indemnify First SecurityFed and its Representatives Subsidiaries for all costs and expenses associated with returning the property to cooperate with Purchaser its previous condition. First SecurityFed shall use reasonable best efforts to provide to MB, within 10 days after the date of this Agreement, copies of any phase I site assessments or other environmental reports in its investigation or its Subsidiaries' possession or control (which have not been Previously Disclosed) with respect to any real property previously or currently owned, controlled, leased or used by First SecurityFed or any of its Subsidiaries or upon which any of them has a Lien. MB shall within 15 days after the date hereof give written notice to First SecurityFed of the business identity of all real property for which it intends to conduct a phase I environmental study. Within 15 days after the date hereof MB shall engage an environmental consultant reasonably acceptable to First SecurityFed to perform such phase I environmental studies. MB shall use commercially reasonable efforts to cause its environmental consultant to complete and provide MB with its written phase I environmental report(s) or assessment(s) within 30 days after such consultant is retained. Promptly following the receipt of all phase I environmental reports or assessments (but not later than 15 days thereafter), MB shall order all applicable phase II environmental studies. Time is of the Company; provided, however, that no investigation of essence relating to the Company’s business shall affect any representation or warranty given by the Company hereunder.foregoing environmental matters. 46 Next Page (b) The Company MB agrees to provide that it will not, and to will cause its RepresentativesRepresentatives not to, its Subsidiaries and its Subsidiaries’ Representatives use any information obtained pursuant to provide, all necessary cooperation reasonably requested by Purchaser this Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the arrangement and the negotiation entering into of agreements with respect this Agreement) for any purpose unrelated to the Financing consummation of the Transactions. Subject to the requirements of law, MB will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 7.05 (and as well as any substitutions, replacements or refinancing thereof). Such cooperation will include 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 the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operationsit, (ii) requiring the senior management of the Company becomes available from other sources not known by MB to participate in meetings and due diligence sessions in connection with the Financingbe bound by a confidentiality obligation, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection is disclosed with the Financing, prior written approval of First SecurityFed or (iv) executing is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated, MB shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and delivering documentation data as to First SecurityFed and its Subsidiaries to be returned to First SecurityFed or certify as to their destruction. No investigation by MB or its Representatives of the business and affairs of First SecurityFed or its Subsidiaries shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement of First SecurityFed in connection with the release of Liens on this Agreement, or any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary conditions to create Liens on MB's obligation to consummate any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective TimeTransactions. (c) All Notwithstanding anything contained herein to the contrary, neither First SecurityFed nor any of its Subsidiaries shall be required to provide access or disclose information furnished where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the Person in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to either party by the other party pursuant to date of this Agreement shall be subject to, and such receiving party shall hold all such information or in confidence in accordance with the provisions ordinary course of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”)business.

Access; Information. (a) The Company agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders Parent and its officers, employees, counsel) , accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties and personnel of the Company and its Subsidiaries and to such other information relating to the Company or its Subsidiaries as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser Parent all information concerning the business, Real Property properties and personnel of the Company or its Subsidiaries as Purchaser Parent may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company Parent agrees that upon reasonable notice and subject to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect applicable laws relating to the Financing (and any substitutionsexchange of information, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of it shall afford the Company and its Subsidiaries relating authorized representatives such access to their respective operations, (ii) requiring executive officers of Parent and such appropriate information as may be reasonably necessary to confirm the senior management accuracy of the Company to participate in meetings representations and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release warranties of Liens on any of the assets of Parent herein as the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timereasonably request. (c) All information furnished to either party Parent by the other party Company pursuant to this Agreement Section 6.06(a) or by Parent to the Company pursuant to Section 6.06(b) shall be subject to, and such receiving party Parent shall hold all such information in confidence in accordance with with, the provisions of the Confidentiality Agreement, dated as of June 3November 11, 2004 2003, between Purchaser the Company and Parent. (d) No investigation by Parent of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of Parent to consummate the Merger. (e) Notwithstanding anything contained in this Agreement or in any other agreement between the parties to the contrary, the Company and Parent (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and the tax structure of the Transactions and all materials of any kind (including opinions and other tax analyses) that are provided to the taxpayer relating to such tax treatment and tax structure beginning on the earliest of (i) the date of the public announcement of discussions relating to the Transactions, (ii) the date of public announcement of the Transactions or (iii) the date of the execution of an agreement (with or without conditions) to enter into the Transactions, provided, however, that neither the Company nor Parent (nor any of their respective employees, representatives or other agents) may disclose any other information that is not relevant to the “Confidentiality Agreement”)tax treatment or the tax structure of the Transactions or any other information to the extent that such disclosure could reasonably be expected to result in a violation of any federal or state securities law.

Access; Information. (a) The Company agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders Parent and its officers, employees, counsel) , accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties and personnel of the Company and its Subsidiaries and to such other information relating to the Company or its Subsidiaries as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser Parent all information concerning the business, Real Property properties and personnel of the Company or its Subsidiaries as Purchaser Parent may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company agrees to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time. (c) All information furnished to either party Parent by the other party Company pursuant to this Agreement Section 6.05(a) shall be subject to, and such receiving party Parent shall hold all such information in confidence in accordance with with, the provisions of the Confidentiality Agreement, dated as of June 3July 29, 2004 2003, between Purchaser and the Company and Parent (the “Confidentiality Agreement”). (c) No investigation by Parent of the business and affairs of the Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of Parent and Parent Sub to consummate the Transactions. (d) Notwithstanding anything contained in this Agreement to the contrary, the Company and Parent (and each of their respective employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement beginning on the earliest of (i) the date of the public announcement of discussions relating to the transactions contemplated by this Agreement, (ii) the date of public announcement of the transactions contemplated by this Agreement or (iii) the date of the execution of an agreement (with or without conditions) to enter into the transactions contemplated by this Agreement; provided, however, that neither the Company nor Parent (nor any of their respective employees, representatives or other agents thereof) may disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transactions contemplated by this Agreement or the Bank Merger Agreement, or any other information to the extent that such disclosure could result in a violation of any federal or state securities law.

Access; Information. (a) The Company agrees that upon Upon reasonable notice from BCML and subject to applicable Laws laws relating to the exchange of information, it BFC and BANK shall afford BCML, UBB and shall cause its Subsidiaries to afford Purchaser their officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) other authorized representatives such access during normal business hours throughout the period prior to the Primary Merger Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties, personnel and personnel advisors of the Company BFC and its Subsidiaries BANK and to such other information relating to the Company BFC and BANK as Purchaser BCML may reasonably request and, during such period, it shall furnish promptly to Purchaser BCML all information concerning the business, Real Property properties and personnel of BFC and BANK as BCML may reasonably request. Upon reasonable notice from BFC and BANK and subject to applicable laws relating to the Company exchange of information, BCML shall afford BFC, BANK and their respective officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Primary Merger Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and advisors of BCML and to such other information relating to BCML as Purchaser BFC and BANK may reasonably request and, during such period, it shall furnish to BFC and shall instruct its Representatives to cooperate with Purchaser in its investigation BANK all information concerning the business, properties and personnel of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderBCML as BFC and BANK may reasonably request. (b) The Company agrees to provide BFC and BANK shall cooperate, and use their commercially reasonable best efforts to cause its Representativesindependent auditor to cooperate, its Subsidiaries at BFC’s expense, with BCML and its Subsidiaries’ Representatives independent auditor in order to provideenable BCML and its Affiliates to prepare financial statements, all necessary cooperation reasonably requested including, without limitation, pro forma financial information, for BFC that may be required by Purchaser BCML in connection with the arrangement and the negotiation filing of agreements regulatory applications with respect to the Financing (and any substitutions, replacements Governmental Authorities or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may otherwise required in connection with the Financingtransactions contemplated by this Agreement. Without limiting the generality of the foregoing, which Liens BFC and BANK agree that they will be effective at execute and deliver, and cause their officers to execute and deliver (including former officers of BFC and/or BANK after the Effective TimeClosing), such “representation” letters as are customarily delivered in connection with audits and as the independent auditors of BFC, BANK or BCML may respectively reasonably request under the circumstances. (c) All information furnished to either party by the other party pursuant to this Agreement Section 6.4 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreementconfidentiality agreement, dated as of June 325, 2004 2018 between Purchaser BCML, BFC and the Company BANK (the “Confidentiality Agreement”). (d) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein.

Access; Information. (a) The Company Parent agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it Parent shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders Buyer and its officers, employees, counsel) , accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to Parent’s, the Bank’s and their Subsidiaries’ books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties and personnel of the Company and its Subsidiaries to such other information relating to them as the Company as Purchaser Buyer may reasonably request and, during such period, it shall from time to time furnish promptly to Purchaser the Buyer all information concerning the business, Real Property properties and personnel of Parent, the Company Bank and their Subsidiaries as Purchaser the Buyer may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no any such investigation shall be conducted under the supervision of the CompanyBank’s business personnel and in such a manner as not to interfere with the normal operations of the Bank. Notwithstanding anything to the contrary in this Agreement, Bank shall affect not be required to disclose any representation information to Buyer if such disclosure would, in the Bank’s sole discretion: (x) cause significant competitive harm to Parent, the Bank and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or warranty given other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Except as provided in Section 5.13, prior to the Effective Date, without the prior written consent of the Bank, which may be withheld for any reason, Buyer shall not initiate contact with any suppliers to, or customers of, the Bank except with respect to existing relationships with Buyer Bank. Buyer shall, and shall cause its Representatives to, abide by the Company hereunderterms of Section 5.18 hereof (regarding confidential information) with respect to any access or information provided pursuant to this Section 5.06, which shall be treated as confidential information. (b) The Company agrees No investigation by Buyer or its representatives shall be deemed to provide and to cause its Representativesmodify or waive any representation, its Subsidiaries and its Subsidiaries’ Representatives to providewarranty, all necessary cooperation reasonably requested by Purchaser covenant or agreement of Parent set forth in connection with this Agreement, or the arrangement and the negotiation of agreements with respect conditions to the Financing (respective obligations of Buyer and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) Parent to consummate the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timetransactions contemplated hereby. (c) All information furnished to either party by the other party pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”).

Access; Information. (a) The Company AHB agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford Parent and shall cause its Subsidiaries to afford Purchaser Parent’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the booksAHB’s books and records, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties and personnel of the Company AHB and its Subsidiaries Affiliates and to such other information relating to the Company AHB Group as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser Parent all information concerning the business, Real Property properties and personnel of the Company AHB Group as Purchaser Parent may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company Parent agrees that upon reasonable notice and subject to provide applicable laws relating to the exchange of information, it shall afford AHB and AHB’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to Parent’s books and records, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of Parent and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and such other information relating to Parent as AHB may reasonably request and, during such period, it shall furnish promptly to AHB all information concerning the business, properties and personnel of the Company Parent and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that as AHB may required in connection with the Financing, which Liens will be effective at the Effective Timereasonably request. (c) All information furnished to either party by the other party pursuant to this Agreement Section 6.6 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Mutual Non-Disclosure Agreement, dated as of June 3February 19, 2004 2008 between Purchaser Parent and the Company AHB (the “Confidentiality Agreement”). (d) As soon as reasonably available but in no event more than five (5) business days after filing, (i) AHB will deliver to Parent each report, financial or otherwise, filed by it with any AHB Regulatory Authority and (ii) Parent will deliver to AHB each report, financial or otherwise, filed by it with any Parent Regulatory Authority. (e) Within 20 calendar days after the end of each month, AHB will deliver to Parent the unaudited consolidated balance sheet and unaudited consolidated statement of operations of AHB for the immediately preceding month prepared in accordance with GAAP, consistently applied, except for the absence of footnotes and subject to year end audit adjustments or as otherwise noted therein. (f) Within 20 calendar days after the end of each month, Parent will deliver to AHB the unaudited consolidated balance sheet and unaudited consolidated statement of operations of Parent for the immediately preceding month prepared in accordance with GAAP, consistently applied, except for the absence of footnotes and subject to year end audit adjustments or as otherwise noted therein.

Access; Information. (a) The Company Xxxxx agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of informationlaws, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders NBT and its designated authorized 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, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property minute books of Xxxxx’x board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of the Company Xxxxx and its Subsidiaries to such other information relating to the Company Xxxxx as Purchaser NBT may reasonably request and, during such period, it shall furnish promptly to Purchaser NBT all information concerning the business, Real Property properties and personnel of the Company Xxxxx as Purchaser NBT may reasonably request request. NBT may hire, at its expense, a mutually-agreeable third party consultant to perform cybersecurity system testing and monitoring (based on a mutually-agreeable project scope and terms) in order to confirm that the Xxxxx’ technology systems are free of security breaches and, if necessary, provide remediation and notices related thereto. NBT and Xxxxx shall instruct its Representatives to cooperate with Purchaser in its investigation each receive the results of the testing and reasonably coordinate their efforts on any potential remediation and notices. NBT shall use commercially reasonable efforts to minimize any interference with Xxxxx’x regular business of the Company; providedoperations during any such access to Xxxxx’x employees, howeverproperty, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderbooks and records. (b) The Company agrees In furtherance of the foregoing, Xxxxx shall, on a monthly basis, provide to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include NBT a report setting forth (i) to the extent Xxxxx Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT may reasonably requestedrequest regarding such loans, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring a list of all commercial real estate loans and commercial business loans approved during the senior management of period covered by the Company to participate in meetings and due diligence sessions in connection with the Financingreport, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on as well as any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial additional information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that as NBT may required in connection with the Financing, which Liens will be effective at the Effective Timereasonably request regarding such loans. (c) Xxxxx shall keep NBT reasonably apprised of the status of any legal proceeding involving Xxxxx or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within five Business Days of such change. NBT shall keep Xxxxx reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Xxxxx of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to either party NBT by the other party Xxxxx pursuant to this Agreement Section 5.10(a) shall be subject to, and such receiving party NBT shall hold all such information in confidence in accordance with with, the provisions of the Confidentiality Agreementletter agreement, dated as of June 323, 2004 2024, by and between Purchaser Xxxxx and the Company NBT (the “Confidentiality Agreement”). (e) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall NBT have access to any information that, based on advice of Xxxxx’x counsel, would: (a) reasonably be expected to waive any material legal privilege; (b) result in the disclosure of any trade secrets of third parties; or (c) violate any obligation of Xxxxx with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, Xxxxx has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Xxxxx or such Person or Persons as may be designated by Xxxxx. No investigation by NBT of the business and affairs of Xxxxx shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreement.

Access; Information. (a) The Company agrees that During the period from the date of this Agreement continuing through the Closing or termination of this Agreement under Section 7.01, Seller Parent, Seller, Seller Bank and their respective Subsidiaries shall afford to Purchaser Parent, Purchaser Bank and their respective officers, directors, employees, counsel, accountants, advisors, representatives and agents (collectively, “Representatives”) reasonable access upon reasonable prior notice and during normal business hours, to the officers, employees, properties, offices and other facilities, and to the Contracts, Seller Bank Books and Records and other documents and data (including employee data, to the extent necessary to onboard the Continuing Employees, subject to applicable Laws Law) relating exclusively to the business of Seller Bank, that Purchaser Parent and Purchaser Bank through their respective Representatives, may from time to time reasonably request and Seller Parent, Seller and Seller Bank shall furnish to Purchaser Parent, Purchaser Bank and their respective Representatives all relevant financial, operating and other data and information relating to Seller Bank in Seller Parent’s or its Affiliates’ possession or control which Purchaser Parent or Purchaser Bank through their respective Representatives may from time to time reasonably request, including by providing to Purchaser Parent (1) monthly unaudited consolidated financial statements of Seller and Seller Bank that are prepared for management purposes, which shall be prepared in accordance with the exchange Accounting Principles (other than with respect to the exclusion of informationthe Excluded Subsidiaries) and (2) on a monthly or quarterly basis, it shall afford as applicable, Seller Bank’s Strategic Performance Reports, Bank Month End Reports, ALCO Reports, Pipeline Reports, ALLL Reports and Asset Quality Reports, each consistent with the forms thereof previously made available to Purchaser Bank, and all similar management reports produced by each business unit of Seller Bank on a monthly or quarterly basis, (3) monthly reports of resignations of any Bank Employee who exceeds Grade 23 or who is a party to an Employee Retention Plan, (4) quarterly credit ratings based on key risk factors, mutually agreed upon by Seller Parent and Purchaser Parent after the date hereof and (5) monthly lists of Extensions of Credit with a non-pass risk rating that are materially modified. Purchaser Parent and Purchaser Bank shall, and shall cause their respective Representatives to, conduct its Subsidiaries to afford Purchaser inspections and Purchaser’s Representatives (including its lenders and its counsel) such access during normal business hours throughout investigations under this Section 4.05 in a manner that will not unreasonably interfere with the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser may reasonably request and, during such period, it shall furnish promptly to Purchaser all information concerning the business, Real Property and personnel of the Company as Purchaser may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation conduct of the business of Seller Parent and its Affiliates. Notwithstanding the Company; providedforegoing, however(A) Seller Parent, that no investigation Seller and Seller Bank shall not be required to disclose any information where disclosure would (i) breach any agreement with any third party in effect on the date of this Agreement (if Seller Parent, Seller or Seller Bank shall have used commercially reasonable efforts to have obtained the consent of such third party to such disclosure), (ii) result in the loss of any attorney-client privilege or other privilege held by such party or (iii) contravene any Law, in which case the Seller Parent, Seller Bank or Seller, as applicable, will make appropriate substitute disclosure arrangements and (B) the distribution or receipt of any information made available under this Section 4.05 shall not affect any other rights of the Company’s business shall affect any representation or warranty given by the Company hereunderparties under this Agreement. (b) The Company agrees to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation If reasonably requested by Purchaser in connection with Seller Parent, the arrangement parties shall enter into a customary access and the negotiation of agreements with respect indemnification agreement relating to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeaccess rights under this Section 4.05. (c) All Purchaser Parent acknowledges that the information furnished provided to either party it by the other party pursuant to Seller Parent in connection with this Agreement shall be is subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of to the Confidentiality Agreement. As of the Effective Time, dated as of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”)Agreement shall terminate.