Common use of Access to Properties; Personnel and Records Clause in Contracts

Access to Properties; Personnel and Records. (a) For so long as this Agreement shall remain in effect, Company shall, and shall cause its Subsidiaries to, permit Parent or its agents full access, during normal business hours and upon reasonable notice, to the properties of Company and its Subsidiaries and shall disclose and make available, and shall cause its Subsidiaries to disclose and make available, (together with the right to copy) to Parent and to its internal auditors, loan review officers, attorneys, accountants and other representatives, all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of Company and its Subsidiaries, including all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory agency, examination reports, correspondence with regulatory or taxing authorities, documents relating to assets, titles, abstracts, appraisals, consultant’s reports, plans affecting employees, securities transfer records and shareholder lists, and any other assets, business activities or prospects in which Parent may have a reasonable interest, and Company shall use its reasonable best efforts to provide Parent and its representatives access to the work papers of Company’s accountants. (b) All information furnished by the parties hereto pursuant to this Agreement shall be treated as the sole property of the party providing such information until the consummation of the Merger contemplated hereby and, if such transaction shall not occur, the party receiving the information shall return to the party which furnished such information, all documents or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for five years from the date the proposed transactions are abandoned but shall not apply to (i) any information which (A) the party receiving the information was already in possession of prior to disclosure thereof by the party furnishing the information, (B) was then available to the public, or (C) became available to the public through no fault of the party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction or regulatory agency; provided, however, the party which is the subject of any such legal requirement or order shall use its best efforts to give the other party at least ten Business Days prior notice thereof so that such other party may seek a protective order or other appropriate remedy, and provided further, in the event such other party is unable to obtain a protective order or such other remedy, the party that is subject to such legal requirement shall furnish only that portion of such information which it is advised by counsel is legally required and shall use best efforts to insure that confidential treatment will be accorded such information. Each party hereto acknowledges and agrees that a breach of any of their respective obligations under this Section 5.3 would cause the other irreparable harm for which there is no adequate remedy at law, and that, accordingly, each is entitled to injunctive and other equitable relief for the enforcement thereof in addition to damages or any other relief available at law. In addition, that certain Confidentiality Agreement between Parent and Company, dated February 1, 2006 (the “Confidentiality Agreement”), shall remain in full force and effect (unless any terms therein conflict with this Agreement, in which case the terms of this Agreement shall prevail) until the Termination of this Agreement or the Effective Time, whichever shall occur first.

Access to Properties; Personnel and Records. (a) For so long as this Agreement shall remain in effect, Company shall, each Party and its subsidiaries shall cause its Subsidiaries to, permit Parent the other Party or its agents full reasonable access, during normal business hours and upon reasonable noticehours, to the properties of Company and its Subsidiaries properties, and shall disclose and make available, and shall cause its Subsidiaries to disclose and make available, available (together with the right to copy) to Parent the other Party and to its internal auditors, loan review officers, attorneys, accountants and other representatives, all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of Company and its Subsidiariessuch Party, including all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetingsmeetings (other than minutes of meetings at which this Agreement or the transactions contemplated thereby are discussed), organizational documents, bylaws, contracts and agreements, filings with any regulatory agency, examination reports, correspondence with regulatory or taxing authorities, documents relating to assets, titles, abstracts, appraisals, consultant’s reports, plans affecting employees, securities transfer records and shareholder lists, and any other assets, business activities or prospects in which Parent may have the other Party has a reasonable interest, and Company each Party and its subsidiaries shall use its their reasonable best efforts to provide Parent the other Party and its representatives access to the work papers of Companysuch Party’s and its subsidiaries’ accountants. Notwithstanding the foregoing, neither Party nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would contravene any law, rule, regulation, order or judgment or would violate any confidentiality agreement entered into by such Party or any of its subsidiaries prior to the date hereof. The foregoing rights granted to OceanFirst and Central Jersey shall not, whether or not and regardless of the extent to which the same are exercised, affect the representations and warranties made in this Agreement to them by the other Party. (b) During the period of time from the date of this Agreement to the Effective Time or the time of termination or abandonment of this Agreement, Central Jersey shall allow one (1) representative designated by OceanFirst to attend all meetings of Central Jersey’s Board of Directors in a nonvoting capacity, and in connection therewith, Central Jersey shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which Central Jersey provides to its Board of Directors. Central Jersey shall also allow one representative of OceanFirst to attend all meetings of the Central Jersey loan committee in a nonvoting capacity, and in connection therewith, Central Jersey shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which Central Jersey provides to its loan committee, provided, however, that Central Jersey may exclude the representative of OceanFirst from access to any meeting or materials, or portion thereof, if a majority of the Central Jersey board of directors determines, in good faith, that such exclusion is reasonably necessary to (i) preserve attorney-client privilege or (ii) to protect confidential or proprietary information that OceanFirst does not contractually have the right to have access to under the terms of this Agreement. Any such OceanFirst representative shall at the request of the Central Jersey Board of Directors, any committee thereof, or any officers of Central Jersey, as the case may be, excuse himself or herself from any such meeting in the event that this Agreement or any Acquisition Proposal is the subject of discussion. (c) All information furnished by the parties Parties hereto pursuant to this Agreement shall be treated as the sole property of the party Party providing such information until the consummation of the Merger contemplated hereby and, if such transaction shall not occur, the party Party receiving the information shall return to the party Party which furnished such information, all documents or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for five two (2) years from the date the proposed transactions are abandoned but shall not apply to (i1) any information which (A) the party Party receiving the information was already in possession of prior to disclosure thereof by the party Party furnishing the information, (B) was then available to the public, or (C) became available to the public through no fault of the party Party receiving the information; or (ii2) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction or regulatory agency; provided, however, the party Party which is the subject of any such legal requirement or order shall use its best efforts to give the other party Party at least ten Business Days (10) business days prior notice thereof so that such other party may seek a protective order or other appropriate remedy, and provided further, in the event such other party is unable to obtain a protective order or such other remedy, the party that is subject to such legal requirement shall furnish only that portion of such information which it is advised by counsel is legally required and shall use best efforts to insure that confidential treatment will be accorded such informationthereof. Each party Party hereto acknowledges and agrees that a breach of any of their respective obligations under this Section 5.3 would cause the other irreparable harm for which there is no adequate remedy at law, and that, accordingly, each is entitled to injunctive and other equitable relief for the enforcement thereof in addition to damages or any other relief available at law. In additionWithout the consent of the other Party, that certain Confidentiality Agreement between Parent and Company, dated February 1, 2006 (neither Party shall use information furnished to such Party other than for the “Confidentiality Agreement”), shall remain in full force and effect (unless any terms therein conflict with this Agreement, in which case purposes of the terms of this Agreement shall prevail) until the Termination of this Agreement or the Effective Time, whichever shall occur firsttransactions contemplated hereby.

Access to Properties; Personnel and Records. (a) For so long as this Agreement shall remain in effect, Company shallFarnsworth and its subsixxxxxxx xhall permit Sterling, and shall cause its Subsidiaries to, permit Parent Sterling Bank or its agents full reasonable access, during normal business hours and upon reasonable noticehours, to the properties of Company Farnsworth and its Subsidiaries and subsidixxxxx, xxd shall disclose and make available, and shall cause its Subsidiaries to disclose and make available, available (together with the right to copy) to Parent Sterling and to its internal auditors, loan review officers, attorneys, accountants and other representatives, all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of Company and its SubsidiariesFarnsworth, including all books of account xxxxx xx xccount (including the general ledger), tax records, minute books of directors’ ' and shareholders’ meetings' meetings (other than minutes of meetings at which this Agreement or the transactions contemplated thereby are discussed), organizational documents, bylaws, contracts and agreements, filings with any regulatory agency, examination reports, correspondence with regulatory or taxing authorities, documents relating to assets, titles, abstracts, appraisals, consultant’s 's reports, plans affecting employees, securities transfer records and shareholder lists, and any other assets, business activities or prospects in which Parent Sterling or Sterling Bank may have a reasonable interest, and Company shall Farnsworth and its subsidixxxxx xxxxl use its their reasonable best efforts to provide Parent Sterling and its Sterling Bank and their representatives access to the work papers of Company’s accountantsFarnsworth's and Farnswortx xxxxxxxxxxes' xxxxxxxxxxs. Notwithstanding the foregoing, Farnsworth and its subsidixxxxx xxxll not be required to provide access to or to disclose information where such access or disclosure would contravene any law, rule, regulation, order or judgment or would violate any confidentiality agreement entered into by Farnsworth prior to the dxxx xxxxxf. The foregoing rights granted to Sterling and Sterling Bank shall not, whether or not and regardless of the extent to which the same are exercised, affect the representations and warranties made in this Agreement by Farnsworth and its subsidixxxxx. (b) All information furnished by the parties Parties hereto pursuant to this Agreement shall be treated as the sole property of the party Party providing such information until the consummation of the Merger contemplated hereby and, if such transaction shall not occur, the party Party receiving the information shall return to the party Party which furnished such information, all documents or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for five two (2) years from the date the proposed transactions are abandoned but shall not apply to (i1) any information which (A) the party Party receiving the information was already in possession of prior to disclosure thereof by the party Party furnishing the information, (B) was then available to the public, or (C) became available to the public through no fault of the party Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction or regulatory agency; provided, however, the party which is the subject of any such legal requirement or order shall use its best efforts to give the other party at least ten Business Days prior notice thereof so that such other party may seek a protective order or other appropriate remedy, and provided further, in the event such other party is unable to obtain a protective order or such other remedy, the party that is subject to such legal requirement shall furnish only that portion of such information which it is advised by counsel is legally required and shall use best efforts to insure that confidential treatment will be accorded such information. Each party hereto acknowledges and agrees that a breach of any of their respective obligations under this Section 5.3 would cause the other irreparable harm for which there is no adequate remedy at law, and that, accordingly, each is entitled to injunctive and other equitable relief for the enforcement thereof in addition to damages or any other relief available at law. In addition, that certain Confidentiality Agreement between Parent and Company, dated February 1, 2006 (the “Confidentiality Agreement”), shall remain in full force and effect (unless any terms therein conflict with this Agreement, in which case the terms of this Agreement shall prevail) until the Termination of this Agreement or the Effective Time, whichever shall occur first.or

Access to Properties; Personnel and Records. (a) For so So long as this Agreement shall remain in effect, Company shall, and Xxxxx shall cause its Subsidiaries to, permit Parent USB or its agents full access, during normal business hours and upon reasonable noticehours, to the properties of Company and its Subsidiaries Xxxxx, and shall disclose and make available, and shall cause its Subsidiaries to disclose and make available, available (together with the right to copy) to Parent USB and to its internal auditors, loan review officers, attorneys, accountants and other representatives, all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of Company and its SubsidiariesXxxxx, including all books of account (including the general ledger), tax records, minute books of directors’ ' and shareholders’ ' meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory agency, examination reports, correspondence with regulatory or taxing authorities, documents relating to assets, titles, abstracts, appraisals, consultant’s 's reports, plans affecting employees, securities transfer records and shareholder stockholder lists, and any other assets, business activities or prospects in which Parent USB may have a reasonable interest, and Company Xxxxx shall use its reasonable best efforts to provide Parent USB and its representatives access to the work papers of Company’s Brent's accountants. Xxxxx shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer, would contravene any law, rule, regulation, order or judgment or would violate any confidentiality agreement; provided that Xxxxx shall cooperate, to the extent it does not incur undue cost, with USB in seeking to obtain Consents from appropriate parties under whose rights or authority access is otherwise restricted. The foregoing rights granted to USB shall not, whether or not and regardless of the extent to which the same are exercised, affect the representations and warranties made in this Agreement by Xxxxx. (b) All information furnished by the parties hereto pursuant to this Agreement shall be treated as the sole property of the party providing such information until the consummation of the Merger Share Exchange contemplated hereby and, if such transaction shall not occur, the party receiving the information shall return to the party which furnished such information, all documents or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for five years from following the date the proposed transactions are abandoned but shall not apply to (i) any information which (A) the party receiving the information was already in possession of prior to disclosure thereof by the party furnishing the information, (B) was then available to the public, or (C) became available to the public through no fault of the party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction or regulatory agency; provided, however, provided that the party which is the subject of any such legal requirement or order shall use its best efforts to give the other party at least ten Business Days (10) business days prior notice thereof so that such other party may seek a protective order or other appropriate remedy, and provided further, in the event such other party is unable to obtain a protective order or such other remedy, the party that is subject to such legal requirement shall furnish only that portion of such information which it is advised by counsel is legally required and shall use best efforts to insure that confidential treatment will be accorded such informationthereof. Each party hereto acknowledges and agrees that a breach of any of their respective obligations under this Section 5.3 would cause the other irreparable harm for which there is no adequate remedy at law, and that, accordingly, each is entitled to injunctive and other equitable relief for the enforcement thereof in addition to damages or any other relief available at law. In addition, that certain Confidentiality Agreement between Parent and Company, dated February 1, 2006 (the “Confidentiality Agreement”), shall remain in full force and effect (unless any terms therein conflict with this Agreement, in which case the terms of this Agreement shall prevail) until the Termination of this Agreement or the Effective Time, whichever shall occur first.

Access to Properties; Personnel and Records. Systems --------------------------------------------------------- Integration. ----------- (a) For so long as this Agreement shall remain in effect, Company shall, FloridaFirst and FF-Bank shall cause its Subsidiaries to, permit Parent SouthTrust or its agents upon prior notice full access, during normal business hours and upon reasonable noticehours, to the properties of Company FloridaFirst and its Subsidiaries FF-Bank, and shall disclose and make available, and shall cause its Subsidiaries available to disclose and make available, (together with the right to copy) to Parent SouthTrust and to its internal auditors, loan review officers, attorneys, accountants and other representatives, all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of Company and its SubsidiariesFloridaFirst or FF-Bank, including all books of account (including the general ledger), tax records, minute books of directors’ ' (excluding matters relating to the consideration and approval of the Agreement and the Merger, any "Acquisition Proposal" or "takeover proposal" (as such terms are defined herein) or the fiduciary duties of the board) and shareholders’ ' meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory agency, examination reports, correspondence with regulatory or taxing authorities, documents relating to assets, titles, abstracts, appraisals, consultant’s 's reports, plans affecting employees, securities transfer records and shareholder stockholder lists, and any other assets, business activities or prospects in which Parent SouthTrust may have a reasonable interest, and Company FloridaFirst, FF-Bank and their respective subsidiaries shall use its their reasonable best efforts to provide Parent SouthTrust and its representatives access to the work papers of Company’s FloridaFirst's and FloridaFirst subsidiaries' accountants. For so long as this Agreement shall remain in effect, FloridaFirst shall permit a SouthTrust representative to attend FloridaFirst board meetings provided that the board may convene in executive session without the presence of a SouthTrust representative. FloridaFirst, FF-Bank and their respective subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer, would contravene any law, rule, regulation, order or judgment, would destroy attorney-client privilege or would violate any confidentiality agreement; provided that FloridaFirst and FF-Bank shall cooperate with SouthTrust in seeking to obtain Consents from appropriate parties under whose rights or authority access is otherwise restricted. The foregoing rights granted to SouthTrust shall not, whether or not and regardless of the extent to which the same are exercised, affect the representations and warranties made in this Agreement by FloridaFirst, FF-Bank and their respective subsidiaries. (b) All information furnished by the parties hereto pursuant to this Agreement shall be treated as the sole property of the party providing such information until the consummation of the Merger contemplated hereby and, if such transaction shall not occur, the party receiving the information shall return to the party which furnished such information, all documents or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for five two (2) years from the date the proposed transactions are abandoned but shall not apply to (i1) any information which (A) the party receiving the information was already in possession of prior to disclosure thereof by the party furnishing the information, (B) was then available to the public, or (C) became available to the public through no fault of the party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction or regulatory agency; provided, however, the party which is the subject of any such legal requirement or order shall use its best efforts to give the other party at least ten Business Days prior notice thereof so that such other party may seek a protective order or other appropriate remedy, and provided further, in the event such other party is unable to obtain a protective order or such other remedy, the party that is subject to such legal requirement shall furnish only that portion of such information which it is advised by counsel is legally required and shall use best efforts to insure that confidential treatment will be accorded such information. Each party hereto acknowledges and agrees that a breach of any of their respective obligations under this Section 5.3 would cause the other irreparable harm for which there is no adequate remedy at law, and that, accordingly, each is entitled to injunctive and other equitable relief for the enforcement thereof in addition to damages or any other relief available at law. In addition, that certain Confidentiality Agreement between Parent and Company, dated February 1, 2006 (the “Confidentiality Agreement”), shall remain in full force and effect (unless any terms therein conflict with this Agreement, in which case the terms of this Agreement shall prevail) until the Termination of this Agreement or the Effective Time, whichever shall occur first.the

Access to Properties; Personnel and Records. (a) For so long as this Agreement shall remain in effect, Company shall, and Albemarle First shall cause its Subsidiaries to, permit Parent Premier or its agents full access, during normal business hours and upon reasonable notice, to the properties of Company and its Subsidiaries Albemarle First and shall disclose and make available, and shall cause its Subsidiaries to disclose and make available, available (together with the right to copy) to Parent Premier and to its internal auditors, loan review officers, attorneys, accountants and other representatives, all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of Company and its SubsidiariesAlbemarle First, including all books of account (including the general ledger), tax records, minute books of directors’ ' and shareholders’ ' meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory agency, examination reports, correspondence with regulatory or taxing authorities, documents relating to assets, titles, abstracts, appraisals, consultant’s 's reports, plans affecting employees, securities transfer records and shareholder stockholder lists, and any other assets, business activities or prospects in which Parent Premier may have a reasonable interest, and Company Albemarle First shall use its reasonable best efforts to provide Parent Premier and its representatives access to the work papers of Company’s Albemarle First's accountants. During the period from the date of this Agreement to the Effective Time of the Merger, Albemarle First shall permit a Premier representative to attend Albemarle First Board and Loan Committee meetings for observation purposes only and not as a voting participant, except that such representative may not attend, unless otherwise permitted by Albemarle First, any portion of such meeting during which this Agreement and the transactions contemplated hereby are discussed or where litigation involving Albemarle First is being discussed and counsel for Albemarle First has advised Albemarle First that the presence of Premier representatives may jeopardize the attorney/client privilege. Albemarle First shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer, would contravene any law, rule, regulation, order or judgment, would violate any fiduciary obligations or duties of the officers or directors of Albemarle First or would violate any confidentiality agreement; provided that Albemarle First shall cooperate with Premier in seeking to obtain Consents from appropriate parties under whose rights or authority access is otherwise restricted. The foregoing rights granted to Premier shall not, whether or not and regardless of the extent to which the same are exercised, affect the representations and warranties made in this Agreement by Albemarle First. (b) All information furnished by the parties hereto pursuant to this Agreement shall be treated as the sole property of the party providing such information until the consummation of the Merger contemplated hereby and, if such transaction shall not occur, the party receiving the information shall return to the party which furnished such information, all documents or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for five (5) years from the date the proposed transactions are abandoned but shall not apply to (i) any information which (A) the party receiving the information was already in possession of prior to disclosure thereof by the party furnishing the information, (B) was then available to the public, or (C) became available to the public through no fault of the party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction or regulatory agency; provided, however, the party which is the subject of any such legal requirement or order shall use its best efforts to give the other party at least ten Business Days (10) business days prior notice thereof so that such other party may seek a protective order or other appropriate remedy, and provided further, in the event such other party is unable to obtain a protective order or such other remedy, the party that is subject to such legal requirement shall furnish only that portion of such information which it is advised by counsel is legally required and shall use best efforts to insure that confidential treatment will be accorded such information. Each party hereto acknowledges and agrees that a breach of any of their respective obligations under this Section 5.3 would cause the other irreparable harm for which there is no adequate remedy at law, and that, accordingly, each is entitled to injunctive and other equitable relief for the enforcement thereof in addition to damages or any other relief available at law. In addition, that certain Confidentiality Agreement between Parent and Company, dated February 1, 2006 (the “Confidentiality Agreement”), shall remain in full force and effect (unless any terms therein conflict with this Agreement, in which case the terms of this Agreement shall prevail) until the Termination of this Agreement or the Effective Time, whichever shall occur first.

Access to Properties; Personnel and Records. (a) For so long as this Agreement shall remain in effect, Company shallCENIT, CENIT Bank and their respective subsidiaries shall cause its Subsidiaries to, permit Parent SouthTrust or its agents full access, during normal business hours and upon reasonable notice, to the properties of Company CENIT, CENIT Bank and its Subsidiaries their respective subsidiaries, and shall disclose and make available, and shall cause its Subsidiaries to disclose and make available, available (together with the right to copy) to Parent SouthTrust and to its internal auditors, loan review officers, attorneys, accountants and other representatives, all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of Company and its SubsidiariesCENIT or CENIT Bank, including all books of account (including the general ledger), tax records, minute books of directors’ ' and shareholders’ ' meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory agency, examination reports, correspondence with regulatory or taxing authorities, documents relating to assets, titles, abstracts, appraisals, consultant’s 's reports, plans affecting employees, securities transfer records and shareholder stockholder lists, and any other assets, business activities or prospects in which Parent SouthTrust may have a reasonable interest, and Company CENIT, CENIT Bank and their respective subsidiaries shall use its their reasonable best efforts to provide Parent SouthTrust and its representatives access to the work papers of Company’s CENIT's and CENIT subsidiaries' accountants. CENIT, CENIT Bank and their respective subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer, would contravene any law, rule, regulation, order or judgment, would violate any fiduciary obligations or duties of the officers or directors of CENIT or CENIT Bank or would violate any confidentiality agreement; provided that CENIT, CENIT Bank and their respective subsidiaries shall cooperate with SouthTrust in seeking to obtain Consents from appropriate parties under whose rights or authority access is otherwise restricted. The foregoing rights granted to SouthTrust shall not, whether or not and regardless of the extent to which the same are exercised, affect the representations and warranties made in this Agreement by CENIT, CENIT Bank and their respective subsidiaries. (b) All information furnished by the parties hereto pursuant to this Agreement shall be treated as the sole property of the party providing such information until the consummation of the Merger contemplated hereby and, if such transaction shall not occur, the party receiving the information shall return to the party which furnished such information, all documents or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for five (5) years from the date the proposed transactions are abandoned but shall not apply to (i) any information which (A) the party receiving the information was already in possession of prior to disclosure thereof by the party furnishing the information, (B) was then available to the public, or (C) became available to the public through no fault of the party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction or regulatory agency; provided, however, the party which is the subject of any such legal requirement or order shall use its best efforts to give the other party at least ten Business Days (10) business days prior notice thereof so that such other party may seek a protective order or other appropriate remedy, and and, provided further, in the event such other party is unable to obtain a protective order or other such other remedy, the party that is subject to such legal requirement shall furnish only that portion of such information which it is advised by counsel is legally required and shall use best efforts to insure ensure that confidential treatment will be accorded such information. Each party hereto acknowledges and agrees that a breach of any of their respective obligations under this Section 5.3 would cause the other irreparable harm for which there is no adequate remedy at law, and that, accordingly, each is entitled to injunctive and other equitable relief for the enforcement thereof in addition to damages or any other relief available at law. In addition, that certain Confidentiality Agreement between Parent and Company, dated February 1, 2006 (the “Confidentiality Agreement”), shall remain in full force and effect (unless any terms therein conflict with this Agreement, in which case the terms of this Agreement shall prevail) until the Termination of this Agreement or the Effective Time, whichever shall occur first.

Access to Properties; Personnel and Records. (a) For so So long as this Agreement shall remain in effect, Company shallthe Bank, and shall cause its Subsidiaries to, permit Parent SouthTrust or its agents full reasonable access, during normal business hours and upon reasonable noticehours, to the properties of Company and its Subsidiaries the Bank, and shall disclose and make available, and shall cause its Subsidiaries to disclose and make available, available (together with the right to copy) to Parent SouthTrust and to its internal auditors, loan review officers, attorneys, accountants and other representatives, all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of Company and its Subsidiariesthe Bank, including all books of account (including the general ledger), tax records, minute books of directors’ ' and shareholders’ ' meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory agency, examination reports, correspondence with regulatory or taxing authorities, documents relating to assets, titles, abstracts, appraisals, consultant’s 's reports, plans affecting employees, securities transfer records and shareholder stockholder lists, and any other assets, business activities or prospects in which Parent SouthTrust may have a reasonable interest, and Company the Bank, shall use its their reasonable best efforts to provide Parent SouthTrust and its representatives access to the work papers of Company’s the Bank's accountants. The Bank shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer, would contravene any law, rule, regulation, order or judgment or would violate any confidentiality agreement; provided that the Bank, shall cooperate with SouthTrust in seeking to obtain Consents from appropriate parties under whose rights or authority access is otherwise restricted. The foregoing rights granted to SouthTrust shall not, whether or not and regardless of the extent to which the same are exercised, affect the representations and warranties made in this Agreement by the Bank. (b) All information furnished by the parties hereto pursuant to this Agreement shall be treated as the sole property of the party providing such information until the consummation of the Merger contemplated hereby and, if such transaction shall not occur, the party receiving the information shall return to the party which furnished such information, all documents or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for five two (2) years from the date the proposed transactions are abandoned but shall not apply to (i) any information which (A) the party receiving the information was already in possession of prior to disclosure thereof by the party furnishing the information, (B) was then available to the public, or (C) became available to the public through no fault of the party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction or regulatory agency; provided, however, provided that the party which is the subject of any such legal requirement or order shall use its best efforts to give the other party at least ten Business Days (10) business days prior notice thereof so that such other party may seek a protective order or other appropriate remedy, and provided further, in the event such other party is unable to obtain a protective order or such other remedy, the party that is subject to such legal requirement shall furnish only that portion of such information which it is advised by counsel is legally required and shall use best efforts to insure that confidential treatment will be accorded such informationthereof. Each party hereto acknowledges and agrees that a breach of any of their respective obligations under this Section 5.3 would cause the other irreparable harm for which there is no adequate remedy at law, and that, accordingly, each is entitled to injunctive and other equitable relief for the enforcement thereof in addition to damages or any other relief available at law. In addition, that certain Confidentiality Agreement between Parent and Company, dated February 1, 2006 (the “Confidentiality Agreement”), shall remain in full force and effect (unless any terms therein conflict with this Agreement, in which case the terms of this Agreement shall prevail) until the Termination of this Agreement or the Effective Time, whichever shall occur first.there