Common use of Investigation and Confidentiality Clause in Contracts

Investigation and Confidentiality. (a) Prior to the Closing, the Company shall permit each Purchaser and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenants, severally and not jointly and as to itself only, that it 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 hereof but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court order.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each party shall permit each Purchaser the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company it and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations, . Each party and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until consummation of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each party shall permit each Purchaser the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser such other party, upon such other party's reasonable request, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company it and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the other party may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations, . Each party and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until consummation of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each Party shall permit each Purchaser the other Party and its representatives reasonable access to its and its Subsidiaries properties and personnel, and shall disclose and make available upon reasonable request to each Purchaser the extent such disclosure is permitted by law and will not result in the loss or potential loss of any attorney-client privilege, all books, papers and records relating to the its and its Subsidiaries assets, stock ownership, properties, operations, obligations and liabilities of the Company and its Subsidiariesliabilities, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documentsCharter, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entity, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the examining Party may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby Transactions and shall not unduly interfere with normal operations, and provided further that in the event that any operations of the foregoing are in the control of any third party, the Company shall use other Party and its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the sameSubsidiaries. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Each Party shall make the its directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and those or its Subsidiaries available to confer with a Purchaser the other Party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby Transactions and shall not unduly interfere with the normal operationsoperations of such Party and its Subsidiaries. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement Transactions or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsParty furnishing the information until completion of the Merger and, severally and if the Merger shall not jointly and as occur, the Party receiving the information shall either destroy or return to itself onlythe furnishing Party all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof of this Agreement but shall not apply to (i) any information which (x) a Purchaser the Party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyother Party; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the Party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other Party at least ten Business Days business days' prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company The Seller shall permit each Purchaser the Buyer and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser the Buyer, upon the Buyer's reasonable request, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company Seller and its Seller Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the Seller providing such access, not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Seller and its Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until completion of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Seller shall permit each Purchaser Buyer and its representatives reasonable access to its and its Subsidiaries properties and personnel, and shall disclose and make available to each Purchaser Buyer and its representatives, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company it and its Subsidiaries, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser Buyer may have a reasonable interest, provided that such access and any such request for information shall be reasonably related to the transactions contemplated hereby and Transactions and, in the reasonable opinion of Seller, not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide . Seller may exclude Buyer from access to such materials information relating to each Purchaser who shall request the sameSeller's consideration of Acquisition Proposals whether or not involving a Superior Offer. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use Seller and its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries reasonably available to confer with a Purchaser Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions Transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsParty furnishing the information until completion of the Corporate Merger and, severally and if the Corporate Merger shall not jointly and as occur, the Party receiving the information shall either destroy or return to itself onlythe Party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 years from after the date hereof termination of this Agreement but shall not apply to (i) any information which (x) a Purchaser the Party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Company; Party furnishing the information, (y) was then generally known to the public; , or (z) became known to the public through no fault of a Purchaserthe Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the Party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other Party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company The Seller shall permit each Purchaser the Buyer and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser the Buyer, upon the Buyer's reasonable request, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company Seller and its Seller Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the Seller providing such access, not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Seller and its Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date hereof, provided, that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholders to exclude such representatives. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until completion of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company BYL and BYL Bank shall permit each Purchaser PBOC and its representatives reasonable access to its the properties and personnel, and shall disclose and make available to each Purchaser PBOC all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company BYL and its Subsidiaries, BYL Bank including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser PBOC may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in shall not violate any law or agreement or constitute the event that any of the foregoing are in the control waiver of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the sameprivilege. In the event that the Company either BYL or BYL Bank is prohibited by law or agreement from providing any of the access referred to in the preceding sentence to a PurchaserPBOC, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company BYL and BYL Bank shall make the each of their directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser PBOC and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby by this Agreement and not unduly interfere with normal operations. (b) All information furnished to a Purchaser PBOC or its representatives by the Company BYL or BYL Bank previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenants, severally and not jointly and as to itself only, that it 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 hereof but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already held in its possession prior confidence to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or extent required by, and in accordance with an order of a court of competent jurisdictionwith, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof confidentiality agreement, dated January 6, 2000, between BYL and shall limit such disclosure to PBOC (the minimum amount required by such legal requirement or court order"Confidentiality Agreement").

Investigation and Confidentiality. (a) Prior to the Closing, the Company shall permit each Purchaser and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company and its the Company Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its the Company Subsidiaries available to confer with a Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenants, severally and not jointly and as to itself only, that it 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 hereof but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court order.

Investigation and Confidentiality. (a) Prior to the Closing, the Company The Seller shall permit each Purchaser the Buyer and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser the Buyer, upon the Buyer's reasonable request, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company Seller and its SubsidiariesSeller Bank, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of Seller providing such access, not unduly interfere with normal operations, . Seller and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Seller Bank shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date hereof, provided that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholders to exclude such representatives. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until completion of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each party shall permit each Purchaser the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company it and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings filing with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations, . Each party and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until consummation of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 years from the date hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each Party shall permit each Purchaser the other Party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser such other Party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company it and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' ’ work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the respective Parties providing such access, not unduly interfere with normal operations, . Each Party and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company Party furnishing the information until consummation of the transactions contemplated hereby and, if such transactions shall not occur, the Party receiving the information shall either destroy or return to the Party which furnished such information all documents or other materials containing, reflecting or referring to such information, and each Purchaser covenantsall copies thereof, severally and not jointly and as to itself only, that it shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the Party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the CompanyParty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the Party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other Party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each party shall permit each Purchaser the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company it and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations, . Each party and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. (b) The Acquiror may request the Company to conduct at the Company's expense environmental audits by an independent qualified environmental engineer or consultant (the "Environmental Consultant") of any parcel or parcels of real property owned by the Company. The Environmental Consultant shall conduct any audits or other investigations pursuant to this Section 5.4(b) with reasonable care and subject to customary practices among environmental consultants and engineers, including without limitation, following completion thereof the restoration of any site to the extent practicable to its condition prior to such audit or investigation and the removal of all monitoring xxxxx. (c) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until consummation of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Masontown shall permit each Purchaser Parkvale and its Parkvale's representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser them, upon reasonable request, all books, papers and records relating to the its assets, stock ownershipor other ownership records, properties, operations, obligations and liabilities of the Company and its Subsidiariesliabilities, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entity, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser Parkvale may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and not unduly interfere with the normal operations, and provided further that in the event that any operations of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the sameMasontown. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Masontown shall make the its directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser Parkvale and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with Masontown's normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by Transactions or pursuant to this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsParty furnishing the information until completion of the Transactions and, severally and if the Transactions shall not jointly and as be completed, the Party receiving the information shall either destroy or return to itself onlythe Party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 years from the date hereof the Transactions are abandoned but shall not apply to (i) any information which (xA) a Purchaser the Party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the CompanyParty furnishing the information; (yB) was then generally known to the public; or (zC) became known to the public through no fault of a Purchaserthe Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the Party which is the subject of any such legal requirement or order shall use its best efforts to give the Company Party, at least ten Business Days business days' prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (ai) Prior to the Closing, the The Company shall permit each Purchaser and its representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to each Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work paperspapers (other than those that are the property of its independent outside auditors), litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a the Purchaser may have a reasonable interestinterest in connection with an investment in the Securities or the Underlying Common Stock, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its reasonable best efforts to cause such third party to provide access to such materials to each the Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a each Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (bii) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each the Purchaser covenants, severally and not jointly and as to itself only, that it shall use its best efforts to keep confidential all such information and shall not directly or indirectly use such information for any competitive purpose other than in connection with the transactions contemplated hereby or any other commercial purposesfinancial accommodations that may from time to time be extended by the Purchaser or any affiliate of the Purchaser to the Company or any Affiliate thereof. The obligation to keep such information confidential shall continue for five years from the date hereof but shall not apply to (i) any information which (x) a the Purchaser can establish by convincing evidence (x) was already in its possession prior to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a the Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court order.

Investigation and Confidentiality. (a) Prior to the Closing, the The Company shall permit each the Purchaser and its representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to each the Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a the Purchaser may have a reasonable interestinterest in connection with an investment in the Securities, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its reasonable best efforts to cause such third party to provide access to such materials to each the Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a the Purchaser, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a the Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (b) All information furnished to a the Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each the Purchaser covenants, severally and not jointly and as to itself only, that it shall use its best efforts to keep confidential all such information and shall not directly or indirectly use such information for any competitive or purpose other commercial purposesthan in connection with the transactions contemplated hereby. The obligation to keep such information confidential shall continue for five years from the date hereof but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court order.such

Investigation and Confidentiality. (a) Prior to To the Closingextent permitted by law, the Company Seller shall permit each Purchaser Buyer and its representatives reasonable access to its the properties and personnelpersonnel of Seller and its Subsidiaries, and shall disclose and make available to each Purchaser Buyer and its representatives, upon its reasonable request, all books, papers and records relating to the assets, stock equity ownership, business, properties, operations, obligations and liabilities of the Company Seller and its Subsidiaries, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) ), managers, owners, and shareholdersstockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entity, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser Buyer may have a reasonable interest, ; provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations, and provided further that in the event that operations of Seller or any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the sameSubsidiaries. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Seller shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company Seller and its Subsidiaries available to confer with a Purchaser Buyer and its representatives, ; provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operationsoperations of Seller and its Subsidiaries. (b) All information furnished prior to a Purchaser the date of this Agreement by the Company previously Seller to Buyer in connection with the transactions contemplated by this Agreement or provided after such date pursuant hereto hereto, including information relating to Seller's Subsidiaries, shall be treated as the sole property of the Company and each Purchaser covenants, severally and not jointly and as to itself only, that it 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 hereof but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already in its possession prior subject to the disclosure thereof by terms and conditions of that certain confidentiality letter agreement dated January 29, 2002 and confirmed January 30, 2002 between Seller and Buyer (the Company; (y"Confidentiality Agreement") was then generally known to which shall survive the public; or (z) became known to execution and delivery of this Agreement and the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or termination hereof in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderterms.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Seller shall permit each Purchaser and its representatives reasonable access to its the properties and personnelpersonnel of Seller, and shall disclose and make available to each Purchaser Purchaser, upon its reasonable request, all books, papers and records relating to the assetsBusiness, stock ownershipthe Acquired Assets, propertiesthe Assumed Liabilities, operationsand the Excluded Contracts, obligations and liabilities of the Company and its Subsidiaries, including, but not limited to, including all books of account (including the general ledger), tax Tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any governmental entity including any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employeesBenefit Plans, and any other business activities or prospects in which a Purchaser may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations, and provided further that in the event that any operations of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the sameSeller. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Seller shall make the its directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operationsoperations of Seller. (b) All information previously furnished by Seller or Parent to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or hereinafter provided pursuant hereto shall be treated as the sole property of the Company Seller or Parent, as applicable, until Closing, and each if Closing does not occur, Purchaser covenantsshall either destroy or return to Seller or Parent all documents or other materials containing, severally and not jointly and as reflecting or referring to itself onlysuch information, that it shall use its best efforts to keep confidential all such information 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 at all times after the date hereof termination of this Agreement but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already in its possession prior to the disclosure thereof by the CompanySeller or Parent; (y) was then generally known to the public; or (z) became becomes known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company Seller at least ten Business Days Days' prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each party shall permit each Purchaser the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company it and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations, . Each party and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. (b) The Acquiror may request, within 45 days from the date hereof, the Company to conduct at the Acquiror's expense environmental audits by an independent qualified environmental engineer or consultant (the "Environmental Consultant") of any parcel or parcels of real property owned by the Company. The Environmental Consultant shall conduct any audits or other investigations pursuant to this Section 5.4(b) with reasonable care and subject to customary practices among environmental consultants and engineers, including without limitation, following completion thereof the restoration of any site to the extent practicable to its condition prior to such audit or investigation and the removal of all monitoring xxxxx. (c) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until consummation of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof and shall limit such disclosure to cooperate with the minimum amount required by such legal requirement or court other party so that the other party may seek an appropriate protective order.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Seller shall permit each Purchaser Agent and its his representatives reasonable access to its the properties and personnel, personnel of the Bank and shall disclose and make available to each Purchaser Buyers and their representatives, upon Agent’s reasonable request, all books, papers papers, and records relating to the assets, stock Stock ownership, properties, operations, obligations obligations, and liabilities of the Company and its SubsidiariesBank, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entity, accountants' ’ work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser Buyers may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and by this Agreement and, in the reasonable opinion of Seller, will not unduly interfere with normal operations, and provided further that in the event that any operations or constitute a waiver of the foregoing are in attorney-client privilege. Buyers may conduct real property surveys of and obtain title insurance for the control of any third party, Bank’s headquarters and branch real property. Seller shall cause the Company shall use Bank to make its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents employees, and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser Agent and its his representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and by this Agreement and, in the reasonable opinion of Seller, will not unduly interfere with normal operationsoperations or constitute a waiver of the attorney-client privilege. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto to this Agreement shall be treated as the sole property of the Company Party furnishing the information until the Closing. If the Closing does not occur, the Party receiving the information shall (i) either destroy or return to the Party that furnished such information any and each Purchaser covenantsall documents or other materials containing, severally and not jointly and as reflecting, or referring to itself onlysuch information, that it shall (ii) use its best efforts to keep confidential all such information information, and shall (iii) 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 hereof this Agreement is terminated but shall not apply to (i) any information which (x) a Purchaser the Party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the CompanyParty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the Party that is the subject of any such legal requirement or order shall use its best efforts to give the Company furnishing Party at least ten Business Days (10) business days prior notice thereof and thereof. (c) Seller shall limit such disclosure use its reasonable best efforts to obtain a customary landlord estoppel certificate with respect to the minimum amount required by such legal requirement or court orderlease for the branch location at 00 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000.

Investigation and Confidentiality. (a) Prior to Bancshares and the Closing, the Company Bank shall permit each Purchaser SWB and its representatives reasonable access to its the properties and personnel, and shall disclose and make available to each Purchaser SWB Agreement and Plan of Reorganization (May 2015) (Final Execution Copy) 33 all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of Bancshares and the Company and its Subsidiaries, Bank including, but not limited towithout limitation, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entities, accountants' ’ work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser SWB may have a reasonable interest; provided, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in shall not violate any law or agreement or constitute the event that any of the foregoing are in the control waiver of any third party, privilege. Bancshares and the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Bank shall make the directors, each of their officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries reasonably available to confer with a Purchaser SWB and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (b) All information furnished previously to a Purchaser SWB or its representatives by Bancshares or the Company previously Bank, or to Bancshares or its representatives by SWB or Bank SNB, in connection with the transactions contemplated by this Agreement or pursuant hereto hereto, including, without limitation, all information provided to the SWB Board Representative or discussed at any of the meeting described in Section 6.4(e) at which the SWB Board Representative is present, shall be treated as the sole property of the Company and each Purchaser covenants, severally and not jointly and as to itself only, that it 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 hereof but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already held in its possession prior confidence to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or extent required by, and in accordance with an order of a court of competent jurisdictionwith, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof confidentiality agreement, dated May 5, 2014, as amended, between SWB and shall limit such disclosure to Bancshares (the minimum amount required by such legal requirement or court order“Confidentiality Agreement”).

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each party shall permit each Purchaser the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company it and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations, . Each party and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until consummation of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Company; (y) was then generally known to party furnishing the public; or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court order.information;

Investigation and Confidentiality. (a) Prior to the ClosingClosing Date, Buyer may make or cause to be made such investigation of Seller and the Company shall Purchased Assets as it deems necessary or advisable to familiarize itself therewith. Seller will, and will cause its officers, directors, employees and agents (including attorneys and accountants) ("Seller's Agents") to permit each Purchaser Buyer and its employees, agents, environmental consultants, accounting and legal representatives and other representatives, and potential lenders (and such lenders' audit staff) and their representatives to have full and complete access (in a manner which does not materially disrupt the Business) at all reasonable access times, to its properties the Business' facilities and to such Seller's books, records, invoices, contracts, leases, personnel, independent accountants, property, facilities, equipment and shall disclose other data and make available to each Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employeesinformation that Seller may legally provide. Seller will, and any other business activities or prospects in which a Purchaser may have a reasonable interest, provided that such access shall be reasonably related will cause the Seller's Agents to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in the event that permit Buyer to inspect any of the foregoing are in Purchased Assets and to discuss the control affairs, finances and accounts of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make Seller with the directors, officers, employees independent accountants, key employees, key customers, key sales representatives and agents and authorized representatives (including counsel and independent public accountants) key suppliers of the Company and its Subsidiaries available to confer with a Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operationsSeller. (bi) All information furnished to a Purchaser by the Company previously in connection with If the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsare consummated, severally and not jointly and as Seller agrees to itself only, that it shall use its best efforts to keep confidential maintain the confidentiality of all such proprietary and other non-public information and shall not directly or indirectly use such information regarding the Business for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for five a period of 5 years from the date hereof but Closing Date, except as required to file tax returns and as required by law, and to turn over to Buyer at the Closing copies of all such materials they have in its possession which constitute Purchased Assets. In the event of the breach of any of the provisions of this Section 8.7, the non-breaching party, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief (without the posting of bond or other security) in order to enforce or prevent any violations of the provisions hereof. (ii) In the event that Seller reasonably believes after consultation with counsel that it is required by law to disclose any confidential information described in this Section 8.7(b), Seller will (A) provide Buyer with prompt notice before such disclosure in order that Buyer may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information and (B) cooperate with Buyer in attempting to obtain such order or assurance. The provisions of this Section 8.7 shall not apply to (i) any information information, documents or materials which (x) a Purchaser can establish are, as shown by convincing evidence was already appropriate written evidence, in its possession prior to the disclosure thereof public domain or, as shown by appropriate written evidence, shall come into the public domain, other than by reason of default by the Company; (y) was then generally known to the public; applicable party bound hereunder or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderAffiliates.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Seller shall permit each Purchaser Buyer and its representatives reasonable access to its and its Subsidiaries properties and personnel, and shall disclose and make available to each Purchaser Buyer and its representatives, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company it and its Subsidiaries, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser Buyer may have a reasonable interest, provided that such access and any such request for information shall be reasonably related to the transactions contemplated hereby and Transactions and, in the reasonable opinion of Seller, not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide . Seller may exclude Buyer from access to such materials information relating to each Purchaser who shall request the sameSeller's consideration of Acquisition Proposals whether or not involving a Superior Offer. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use Seller and its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries reasonably available to confer with a Purchaser Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions Transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsParty furnishing the information until completion of the Corporate Merger and, severally and if the Corporate Merger shall not jointly and as occur, the Party receiving the information shall either destroy or return to itself onlythe Party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 one year after the date hereof termination of this Agreement but shall not apply to (i) any information which (x) a Purchaser the Party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Company; Party furnishing the information, (y) was then generally known to the public; , or (z) became known to the public through no fault of a Purchaserthe Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the Party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other Party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each Party shall permit each Purchaser the other Party and its representatives reasonable access to its and its Subsidiaries properties and personnel, and shall disclose and make available upon reasonable request to each Purchaser the extent such disclosure is permitted by law and will not result in the loss or potential loss of any attorney-client privilege, all books, papers and records relating to the its and its Subsidiaries assets, stock ownership, properties, operations, obligations and liabilities of the Company and its Subsidiariesliabilities, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documentscertificate of incorporation, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entity, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the examining Party may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby Merger and shall not unduly interfere with normal operations, and provided further that in the event that any operations of the foregoing are in the control of any third party, the Company shall use other Party and its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the sameSubsidiaries. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Each Party shall make the its directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) and those of the Company and its Subsidiaries available to confer with a Purchaser the other Party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby Merger and shall not unduly interfere with the normal operationsoperations of such Party and its Subsidiaries. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement Merger or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsParty furnishing the information until completion of the Merger and, severally and if the Merger shall not jointly and as occur, the Party receiving the information shall either destroy or return to itself onlythe furnishing Party all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof of this Agreement but shall not apply to (i) any information which (x) a Purchaser the Party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyother Party; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the Party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other Party at least ten Business Days business days' prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Seller shall permit each Purchaser Buyer and its representatives reasonable access to its Seller's properties and personnel, and shall disclose and make available to each Purchaser Buyer, upon Buyer's reasonable request, all books, papers and records relating to the Seller's assets, stock ownership, properties, operations, obligations and liabilities of the Company and its Subsidiariesliabilities, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholdersstockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entity, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with Seller's normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Seller shall make the its directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with Seller's normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsParty furnishing the information until completion of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the Party receiving the information shall either destroy or return to itself onlythe Party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the Party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the CompanyParty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the Party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other Party at least ten Business Days business days' prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Seller shall permit each Purchaser Buyer and its representatives reasonable access to its the properties and personnel, personnel of Seller and its Subsidiaries and shall disclose and make available to each Purchaser Buyer and its representatives, upon Buyer's reasonable request, all books, papers papers, and records relating to the assets, stock ownership, properties, operations, obligations obligations, and liabilities of the Company Seller and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entity, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of Seller, will not unduly interfere with normal operations, and provided further that in the event that any operations or constitute a waiver of the foregoing are in the control of any third party, the Company shall use attorney-client privilege. Seller and its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the their respective directors, officers, employees and agents employees, agents, and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of Seller, will not unduly interfere with normal operationsoperations or constitute a waiver of the attorney-client privilege. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date of this Agreement, provided, that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholders to exclude such representatives. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto to this Agreement shall be treated as the sole property of the Company and each Purchaser covenantsParty furnishing the information until completion of the Corporate Merger and, severally and if the Corporate Merger shall not jointly and as occur, the Party receiving the information shall either destroy or return to itself onlythe Party that furnished such information all documents or other materials containing, that it reflecting, or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof this Agreement is terminated but shall not apply to (i) any information which (x) a Purchaser the Party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the CompanyParty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the Party that is the subject of any such legal requirement or order shall use its best efforts to give the Company furnishing Party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company shall permit each Purchaser and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company and its the Company Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with the Company's normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its the Company Subsidiaries available to confer with a Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenants, severally and not jointly and as to itself only, that it 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 hereof but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court order.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each party shall permit each Purchaser the other party and its representatives reasonable access to its properties and personnelperson- nel, and shall disclose and make available to each Purchaser such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company it and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees com- mittees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations, . Each party and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the directorstheir respective direc- tors, officers, employees and agents and authorized representatives representa- tives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the other party and its representativesrepresenta- tives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere in- terfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection connec- tion with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until consummation of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall re- turn to itself onlythe party which furnished such information all docu- ments or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential confiden- tial all such information 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 hereof the proposed trans- actions are abandoned but shall not apply to (i) any information informa- tion which (x) a Purchaser the party receiving the information can establish estab- lish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the informa- tion; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement require- ment or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, --------------------------------- the Company and the Stockholders shall permit each keep Purchaser and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser advised of all books, papers and records relating material developments relevant to the assets, stock ownership, properties, operations, obligations Company's business and liabilities to consummation of the Oxis Purchase and the delivery of the Company Shares and shall permit Purchaser to make or cause to be made such investigation of the Company's business and properties and of its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (financial and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a legal condition as Purchaser may have a reasonable interestreasonably requests, provided that such access investigation shall be reasonably related to the -------- transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Purchaser agrees that it will not, and will cause its officers, employees and agents not to, use any information obtained pursuant to this Section 3.8 for any purpose unrelated to the performance of the obligations ----------- under, or the consummation of the transactions contemplated by, this Agreement. (b) Prior to the Closing, Purchaser shall permit the Stockholders and the Company to make or cause to be made such investigation of its business and properties and of its financial and legal condition as the Stockholders or the Company reasonably request, provided that such investigation shall be reasonably -------- related to the transactions contemplated hereby and shall not unduly interfere unnecessarily with normal operations. The Stockholders agree that they will not, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use will cause its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) not to, use any information obtained pursuant to this Section 3.8 for any purpose unrelated to ----------- the performance of the Company and its Subsidiaries available to confer with a Purchaser and its representativesobligations under, provided that such access shall be reasonably related to or the consummation of the transactions contemplated hereby and not unduly interfere with normal operationsby, this Agreement. (bc) All Prior to the Closing, all information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenants, severally and not jointly and as to itself only, that it 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 hereof but shall not apply provided to (i) any information which (x) a Purchaser can establish of the Stockholders or the Company or each of their representatives by convincing evidence was already in its possession prior to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault on behalf of a Purchaser; or , and (ii) disclosures pursuant to a legal requirement Purchaser or in accordance with an order its representatives by or on behalf of a court any of competent jurisdictionthe Stockholders or the Company, provided that a will be governed and protected by the Confidentiality Agreement, dated as of May 20, 1999, between Portman Group Inc. and Purchaser shall use its best efforts to give (the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court order."Confidentiality Agreement"). -------------------------

Investigation and Confidentiality. (a) Prior to the ClosingClosing Date, Buyer may make or cause to be made such investigation of Seller and the Company shall Purchased Assets as it deems necessary or advisable to familiarize itself therewith. Seller will, and will cause its officers, directors, employees and agents (including attorneys and accountants) ("Seller's Agents") to permit each Purchaser Buyer and its employees, agents, environmental consultants, accounting and legal representatives and other representatives, and potential lenders (and such lenders' audit staff) and their representatives to have full and complete access (in a manner which does not materially disrupt the Business) at all reasonable access times, to its properties the Business' facilities and to such Seller's books, records, invoices, contracts, leases, personnel, independent accountants, property, facilities, equipment and shall disclose other data and make available to each Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employeesinformation that Seller may legally provide. Seller will, and any other business activities or prospects in which a Purchaser may have a reasonable interest, provided that such access shall be reasonably related will cause the Seller's Agents to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in the event that permit Buyer to inspect any of the foregoing are in Purchased Assets and to discuss the control affairs, finances and accounts of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make Seller with the directors, officers, employees independent accountants, key employees, key customers, key sales representatives and agents and authorized representatives (including counsel and independent public accountants) key suppliers of the Company and its Subsidiaries available to confer with a Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operationsSeller. (bi) All information furnished to a Purchaser by the Company previously in connection with If the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsare consummated, severally and not jointly and as Seller agrees to itself only, that it shall use its best efforts to keep confidential maintain the confidentiality of all such proprietary and other non-public information and shall not directly or indirectly use such information regarding the Business for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for five a period of 5 years from the date hereof but Closing Date, except as required to file tax returns and as required by law, and to turn over to Buyer at the Closing copies of all such materials they have in its possession which constitute Purchased Assets. In the event of the breach of any of the provisions of this Section 7.6, the non-breaching party, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief (without the posting of bond or other security) in order to enforce or prevent any violations of the provisions hereof. (ii) In the event that Seller reasonably believes after consultation with counsel that it is required by law to disclose any confidential information described in this Section 7.6(b), Seller will (A) provide Buyer with prompt notice before such disclosure in order that Buyer may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information and (B) cooperate with Buyer in attempting to obtain such order or assurance. The provisions of this Section 7.6 shall not apply to (i) any information information, documents or materials which (x) a Purchaser can establish are, as shown by convincing evidence was already appropriate written evidence, in its possession prior to the disclosure thereof public domain or, as shown by appropriate written evidence, shall come into the public domain, other than by reason of default by the Company; (y) was then generally known to the public; applicable party bound hereunder or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderAffiliates.

Investigation and Confidentiality. (a) Prior to the Closing, the Company The Seller shall permit each Purchaser the Buyer and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser the Buyer, upon the Buyer’s reasonable request, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company Seller and its Seller Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' ’ work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the Seller providing such access, not unduly interfere with normal operations, and provided further that in the event that any operations or constitute a waiver of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such accessattorney-client privilege. The Company Seller and its Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date hereof, provided, that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholder to exclude such representatives. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until completion of the Merger and, severally and if the Merger shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the The Company shall permit each the Purchaser and its representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to each the Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a the Purchaser may have a reasonable interestinterest in connection with an investment in the Securities, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its reasonable best efforts to cause such third party to provide access to such materials to each the Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a the Purchaser, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a the Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (b) All information furnished to a the Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each the Purchaser covenants, severally and not jointly and as to itself only, that it 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 hereof but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court order.or

Investigation and Confidentiality. (a) Prior to To the Closingextent permitted by law, the Company Seller shall permit each Purchaser Buyer and its representatives reasonable access to its the properties and, upon notice and personneladvance approval from Seller or Seller Bank, personnel of Seller and Seller Bank, and shall disclose and make available to each Purchaser Buyer and its Representatives, upon its reasonable request, all books, papers and records relating to the assets, stock equity ownership, business, properties, operations, obligations and liabilities of the Company Seller and its SubsidiariesSeller Bank, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) ), and shareholdersstockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entity, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser Buyer may have a reasonable interest, ; provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby Transactions and shall not unduly interfere with normal operations, and provided further that in the event that any operations of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the sameSeller or Seller Bank. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Seller shall make the directors, officers, employees and agents and other authorized representatives Representatives (including counsel and independent public accountants) of the Company Seller and its Subsidiaries Seller Bank available to confer with a Purchaser Buyer and its representatives, Representatives; provided that such access shall be reasonably related to the transactions contemplated hereby Transactions and shall not unduly interfere with normal operationsoperations of Seller and Seller Bank. (b) All Buyer agrees that it will not, and will cause its Representatives not to, use any information furnished obtained pursuant to a Purchaser by this Section 6.4 (as well as any other information obtained prior to the Company previously date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, Buyer will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.4 (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 it, (ii) becomes available from other sources not known by it to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of Seller or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated, Buyer shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to the Seller and Seller Bank to be returned to Seller or certify as to their destruction. No investigation by Buyer or its Representatives of the business and affairs of Seller or Seller Bank shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or any of the conditions to Buyer's obligation to consummate the transactions contemplated by this Agreement or pursuant hereto Agreement. (c) Notwithstanding anything contained herein to the contrary, neither Seller nor Seller Bank shall be treated as required to provide access or disclose information where such access or disclosure would violate or prejudice the sole property rights of its customers, jeopardize the Company and each Purchaser covenantsattorney-client privilege of Seller or Seller Bank or contravene any law, severally and not jointly and as to itself onlyrule, that it shall use its best efforts to keep confidential all such information and shall not directly regulation, order, judgment, decree, fiduciary duty 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 hereof but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already in its possession binding agreement entered into prior to the disclosure thereof by date of this Agreement in the Company; (y) was then generally known to the public; or (z) became known to the public through no fault ordinary course of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderbusiness.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Seller shall permit each Purchaser Buyer and its representatives reasonable access to its the properties and personnel, personnel of the Bank and shall disclose and make available to each Purchaser Buyer and its representatives, upon Buyer’s reasonable request, all books, papers papers, and records relating to the assets, stock Stock ownership, properties, operations, obligations obligations, and liabilities of the Company and its SubsidiariesBank, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entity, accountants' ’ work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and by this Agreement and, in the reasonable opinion of Seller, will not unduly interfere with normal operations, and provided further that in the event that any operations or constitute a waiver of the foregoing are in attorney-client privilege. Seller shall cause the control of any third party, the Company shall use Bank to make its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents employees, and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and by this Agreement and, in the reasonable opinion of Seller, will not unduly interfere with normal operationsoperations or constitute a waiver of the attorney-client privilege. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto to this Agreement shall be treated as the sole property of the Company Party furnishing the information until the Closing. If the Closing does not occur, the Party receiving the information shall (i) either destroy or return to the Party that furnished such information any and each Purchaser covenantsall documents or other materials containing, severally and not jointly and as reflecting, or referring to itself onlysuch information, that it shall (ii) use its best efforts to keep confidential all such information information, and shall (iii) 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 hereof this Agreement is terminated but shall not apply to (i) any information which (x) a Purchaser the Party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the CompanyParty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the Party that is the subject of any such legal requirement or order shall use its best efforts to give the Company furnishing Party at least ten Business Days (10) business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior Until the last Closing that occurs pursuant to the Closingthis Agreement, the Company shall permit each Purchaser Investor and its representatives reasonable access to its the Company's properties and personnel, including those of the Bank, and shall disclose and make available to each Purchaser Investor all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser an Investor may have a reasonable interest; provided, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations; and provided, and provided further further, that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser Investor who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaseran Investor or that provision of such access would jeopardize any attorney-client or other privilege, it the Company shall use its best efforts to obtain promptly waivers thereof of such law so as to permit such accessaccess or to convey the substance of any requested information without violation or waiver of any such privilege. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser Investors and its their representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (b) All information furnished to a Purchaser an Investor by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser Investor covenants, severally and not jointly and as to itself only, that it 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 hereof but shall not apply to (i) any information which (x) a Purchaser an Investor can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaseran Investor; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the Investor shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court order.

Investigation and Confidentiality. (a) Prior to the Closing, the Company USAB shall permit each Purchaser BFHI and its representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to each Purchaser BFHI all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company USAB and its Subsidiaries, Subsidiaries including, but not limited to, all books of account (including the general ledger), tax recordsTax records (including Tax Returns), minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work paperspapers (to the extent permitted by such accountants), litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser BFHI may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and ; provided further that in such disclosure shall not be required to the event that extent it would violate any of law or agreement or constitute the foregoing are in the control waiver of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the sameprivilege. In the event that the Company BFHI is prohibited by law or agreement from providing any of the access referred to in the preceding sentence to a Purchasersentence, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company USAB and its Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser BFHI and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby by this Agreement and not unduly interfere with normal operations. (b) All BFHI shall hold all information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or on behalf of USAB or any of USAB's Subsidiaries or representatives pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenants, severally and not jointly and as to itself only, that it 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 hereof but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already in its possession prior confidence to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or extent required by, and in accordance with an order of a court of competent jurisdictionwith, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof confidentiality agreement, dated January 29, 2002, between USAB and shall limit such disclosure to BFHI (the minimum amount required by such legal requirement or court order"Confidentiality Agreement"), which Confidentiality Agreement is hereby ratified and confirmed in all respects.

Investigation and Confidentiality. (a) Prior to the Closing, the The Company shall permit each the Purchaser and its representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to each the Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a the Purchaser may have a reasonable interestinterest in connection with an investment in the Securities, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its reasonable best efforts to cause such third party to provide access to such materials to each the Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a the Purchaser, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a the Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (b) All information furnished to a the Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each the Purchaser covenants, severally and not jointly and as to itself only, that it shall use its best efforts to keep confidential all such information and shall not directly or indirectly use such information for any competitive or purpose other commercial purposesthan in connection with the transactions contemplated hereby. The obligation to keep such information confidential shall continue for five years from the date hereof but shall not apply to (i) any information which (x) a the Purchaser can establish by convincing evidence (x) was already in its possession prior to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a the Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a the Purchaser shall use its reasonable best efforts to give the Company at least ten prior notice thereof as promptly as practicable but in any event not less than five Business Days prior notice thereof to such disclosure and shall limit such disclosure to the minimum amount required by such legal requirement or court order.

Investigation and Confidentiality. (a) Prior to the ClosingEffective Time, each Party shall keep the Company other Party advised of all material developments relevant to its business and to consummation of the Merger and shall permit each Purchaser the other Party to make or cause to be made such investigation of its business and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities (including that of the Company and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholdersof their respective financial and legal conditions as the other Party reasonably requests, organizational documentsprovided, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser may have a reasonable interest, provided that such access investigation shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere unnecessarily with normal operations, . No investigation by a Party shall affect the ability of such Party to rely on the representations and provided further that in the event that any warranties of the foregoing are in other Party. Between the control date hereof and the Effective Time, Seller shall permit Buyer’s senior officers and independent auditors to meet with the senior officers of any third partySeller, including officers responsible for the Seller Financial Statements, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request internal controls of Seller and the same. In the event that the Company is prohibited by law from providing any disclosure controls and procedures of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees Seller and agents and authorized representatives (including counsel and Seller’s independent public accountants) , to discuss such matters as Buyer may deem reasonably necessary or appropriate for Buyer to satisfy its obligations under Sections 302 and 906 of the Company and its Subsidiaries available to confer with a Purchaser and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operationsSxxxxxxx-Xxxxx Act. (b) All In addition to the Parties’ respective obligations under the Confidentiality Agreements, which are hereby reaffirmed and adopted, and incorporated by reference herein, each Party shall, and shall cause its advisers and agents to, maintain the confidentiality of all confidential information furnished to a Purchaser it by the Company previously other Party concerning its and its Subsidiaries’ businesses, operations, and financial positions and shall not use such information for any purpose except in connection with furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or pursuant hereto shall be treated as certify the sole property destruction of all documents and copies thereof, and all work papers containing confidential information received from the Company and each Purchaser covenants, severally and not jointly and as to itself only, that it other Party. (c) Seller shall use its best reasonable efforts to keep confidential all such information exercise, and shall not directly or indirectly use such waive any of, its rights under confidentiality agreements entered into with Persons which were considering an Acquisition Proposal with respect to Seller to preserve the confidentiality of the information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for five years from the date hereof but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already in its possession prior relating to the disclosure thereof by the Company; Seller Entities provided to such Persons and their Affiliates and Representatives. (yd) was then generally known to the public; or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts Each Party agrees to give the Company at least ten Business Days prior other Party notice thereof and shall limit such disclosure as soon as practicable after any determination by it of any fact or occurrence relating to the minimum amount required by such legal requirement other Party which it has discovered through the course of its investigation and which represents, or court orderis reasonably likely to represent, either a material breach of any representation, warranty, covenant or agreement of the other Party or which has had or is reasonably likely to have a Seller Material Adverse Effect or a Buyer Material Adverse Effect, as applicable.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each party shall permit each Purchaser the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of it and with respect to the Company and its SubsidiariesCompany, the Bank, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party. Peoples, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request and the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Bank shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until consummation of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each party shall permit each Purchaser the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser such other party all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company it and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations, . Each party and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. (b) The Acquiror may request, within 45 days from the date hereof, the Company to conduct at the Acquiror's expense environmental audits by an independent qualified environmental engineer or consultant (the "Environmental Consultant") of any parcel or parcels of real property owned by the Company. The Environmental Consultant shall conduct any audits or other investigations pursuant to this Section 5.4(b) with reasonable care and subject to customary practices among environmental consultants and engineers, including without limitation, following completion thereof the restoration of any site to the extent practicable to its condition prior to such audit or investigation and the removal of all monitoring wellx. (c) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until consummation of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof but shall not apply to (i) any information which (x) a Purchaser can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court order.such

Investigation and Confidentiality. (a) Prior to the Closing, the Company Each party shall permit each Purchaser the other party and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser such other party upon such other party's reasonable request all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company it and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the other party may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the respective parties providing such access, not unduly interfere with normal operations, . Each party and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until consummation of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof thereof. Without limiting the foregoing, Buyer, on behalf of itself, its Subsidiaries, Affiliates and shall limit such disclosure representatives, acknowledges and agrees that the information provided by Seller and its Subsidiaries is subject to the minimum amount required terms of that confidentiality letter agreement ("Confidentiality Agreement") dated June 2, 1999 between Seller and Buyer, and by such legal requirement or court orderthe execution and delivery of this Agreement, Buyer, its Subsidiaries, Affiliates and representatives ratify, confirm and fully adopt the terms of the Confidentiality Agreement in full as of its original date. A copy of the Confidentiality Agreement has been Previously Disclosed and made apart hereof for all purposes.

Investigation and Confidentiality. (a) Between the date of this Agreement and the Effective Time, TARGET will provide PURCHASER and its accountants, investment bankers, counsel and other authorized representatives full access, during reasonable business hours and under reasonable circumstances to any and all of TARGET’s premises, properties, contracts, commitments, books, records and other information (including, without limitation, tax returns filed and those in preparation) and will cause its respective officers and employees to furnish to PURCHASER and its authorized representatives any and all financial, technical and operating data and other information pertaining to the TARGET Business, as PURCHASER shall from time to time reasonably request. Prior to the ClosingEffective Time, the Company shall permit each Purchaser and its representatives reasonable access Party will keep each other Party advised of all material developments relevant to its properties business and personnelto consummation of the Merger. (b) Except as may be required by applicable law or legal process, and shall disclose and make available except for such disclosure to each Purchaser all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities those of the Company and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser may have a reasonable interest, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser and its representatives, provided that such access shall as may be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (b) All information furnished to a Purchaser by the Company previously appropriate or required in connection with the transactions contemplated by hereby, each Party shall hold in confidence all nonpublic information obtained from each other Party (including, without limitation, work papers and other material derived therefrom) as a result of this Agreement or pursuant hereto shall be treated in connection with the transactions contemplated hereby (whether so obtained before or after the execution hereof) until such time as the sole property Party providing such information consents to its disclosure or such information becomes otherwise publicly available. Promptly following any termination of this Agreement, each of the Company and each Purchaser covenants, severally and not jointly and as Parties agrees to itself only, that it shall use its reasonable best efforts to keep confidential cause its respective directors, officers, employees and representatives to destroy or return to the providing party all such nonpublic information (including, without limitation, work papers and other material retrieved therefrom), including, without limitation, all copies thereof. Each Party shall, and shall cause its directors, officers, employees, representatives, advisers and agents to, maintain the confidentiality of all confidential information furnished to it by any other Party pursuant to this Section 8.2 or otherwise concerning its business, operations, and financial position 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 purpose except in furtherance of the date hereof but shall not apply to transactions contemplated by this Agreement. (ic) any information which (x) a Purchaser can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Company; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaser; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts Each Party agrees to give each other Party notice as soon as practicable after any determination by it of any fact or occurrence relating to such other Party which it has discovered through the Company at least ten Business Days prior notice thereof course of its investigation and shall limit which represents, or is reasonably likely to represent, either a material breach of any representation, warranty, covenant or agreement of such disclosure other Party or which has had or is reasonably likely to the minimum amount required by have a Material Adverse Effect on such legal requirement or court orderother Party.

Investigation and Confidentiality. (a) Prior to the Closing, the The Company shall permit each Purchaser Parent and its representatives reasonable access to its the Company's properties and personnel, and shall disclose and make available to each Purchaser Parent, upon Parent's reasonable request, all books, papers and records relating to the Company's or FirstBank's assets, stock ownership, properties, operations, obligations and liabilities of the Company and its Subsidiariesliabilities, including, but not limited to, including all books of account (including the general ledger), tax records, minute books of meetings of boards stockholders and Boards of directors Directors (and any committees thereof) and shareholdersstockholders, except the minutes related to the process leading to this Agreement and the consummation of the transactions contemplated herein, organizational documents, bylawscode of regulations, material contracts and agreementsMaterial Contracts, filings with any regulatory authorityGovernmental Entity, accountants' work papers, non-privileged litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser Parent may have a reasonable interest; provided, provided however, that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with the Company's normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such access. The Company shall make the directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries FirstBank available to confer with a Purchaser Parent and its representatives; provided, provided however, that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with the Company's or FirstBank's normal operations. Representatives of Parent shall be given notice of any meetings of the Boards of Directors of the Company or FirstBank and, within thirty days following such meeting, the Company shall provide Parent with copies of the minutes of any such meetings, except the minutes related to the process leading to this Agreement and the consummation of the transactions contemplated herein. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsParty furnishing the information until completion of the transactions contemplated hereby and, severally and if such transactions shall not jointly and as occur, the Party receiving the information shall either destroy or return to itself onlythe Party which furnished such information (at its instructions) all documents or other materials containing, that it shall use its best efforts reflecting or referring to such information, keep confidential all such information 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 hereof but shall not apply to (i) any information which that (x) a Purchaser the Party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the CompanyParty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe Party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of or subpoena issued by a court of competent jurisdiction; provided, provided however, that a Purchaser the Party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other Party at least ten Business Days business days' prior written notice thereof thereof. (c) Parent shall use any such information that is not publicly available solely for purposes of the Merger. Unless the Merger is consummated, neither Parent, nor its directors, officers, employees, agents and representatives shall limit such disclosure knowingly solicit (i) the employees of FirstBank for employment, or (ii) the loan or deposit customers of FirstBank as identified in any materials or information provided to Parent in confidence pursuant to this Agreement; provided, however, that general advertisements or general public solicitations for loans or depositors that are not targeted or directed specifically to customers of FirstBank, inquiries initiated by FirstBank's customers themselves, and solicitation of Parent's own customers existing as of the date hereof who also may be customers of FirstBank shall not be considered a violation of this provision. (d) Notwithstanding anything to the minimum amount contrary herein, the parties to the transactions described herein (and their employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions and all materials of any kind (including opinions or other tax analyses) that are provided to the parties to the extent such materials relate to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure shall be required by such legal requirement or court orderto be kept confidential to the extent reasonably necessary to comply with any applicable securities laws.

Investigation and Confidentiality. (a) Prior to the Closing, the Company The Seller shall permit each Purchaser the Buyer and its representatives reasonable access to its properties and personnel, and shall disclose and make available to each Purchaser the Buyer, upon the Buyer's reasonable request, all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of the Company Seller and its Seller Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the Buyer may have a reasonable interest, provided that such access and any such reasonable request shall be reasonably related to the transactions contemplated hereby and and, in the reasonable opinion of the Seller providing such access, not unduly interfere with normal operations, and provided further that in the event that any operations or constitute a waiver of the foregoing are in the control of any third party, the Company shall use its best efforts to cause such third party to provide access to such materials to each Purchaser who shall request the same. In the event that the Company is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaser, it shall use its best efforts to obtain promptly waivers thereof so as to permit such accessattorney-client privilege. The Company Seller and its Subsidiaries shall make the their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser the Buyer and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and shall not unduly interfere with normal operations. Representatives of Buyer or Buyer Bank shall be given notice of and shall be entitled to attend meetings of the Boards of Directors of Seller and Seller Bank after the date hereof, provided, that the Chairman of such meetings shall be entitled to exclude such representatives of Buyer or Buyer Bank from discussions at such meetings, if the Board of Directors determines, consistent with the exercise of its fiduciary duties, that it is in the best interests of Seller and its shareholder to exclude such representatives. (b) All information furnished to a Purchaser by the Company previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company and each Purchaser covenantsparty furnishing the information until completion of the Merger and, severally and if the Merger shall not jointly and as occur, the party receiving the information shall either destroy or return to itself onlythe party which furnished such information all documents or other materials containing, that it reflecting or referring to such information, shall use its best efforts to keep confidential all such information 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 hereof the proposed transactions are abandoned but shall not apply to (i) any information which (x) a Purchaser the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the Companyparty furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserthe party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser the party which is the subject of any such legal requirement or order shall use its best efforts to give the Company other party at least ten Business Days business days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court orderthereof.

Investigation and Confidentiality. (ai) Prior to the Closing, the Company Borrower shall permit Agent, Lenders and each Purchaser and its of their respective representatives reasonable access during normal business hours to its properties and personnel, and shall disclose and make available to each Purchaser Agent and Lenders all books, papers and records relating to the assets, stock ownership, properties, operations, obligations obligations, and liabilities of the Company Borrower and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work paperspapers (other than those that are the property of its independent outside auditors), litigation files, loan files, plans affecting employees, and any other business activities or prospects in which a Purchaser the Lenders may have a reasonable interestinterest in connection with the Loans, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations, and provided further that in the event that any of the foregoing are in the control of any third party, the Company Borrower shall use its reasonable best efforts to cause such third party to provide access to such materials to each Purchaser the Agent and Lenders who shall request the same. In the event that the Company Borrower is prohibited by law from providing any of the access referred to in the preceding sentence to a Purchaserthe Agent and Lenders, it shall use its reasonable best efforts to obtain promptly waivers thereof so as to permit such access. The Company Borrower shall make the its directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) of the Company and its Subsidiaries available to confer with a Purchaser Agent and its Lenders and their respective representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (bii) All information furnished to a Purchaser the Agent and Lenders by the Company Borrower previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the Company Agent and each Purchaser covenantsLenders and the Agent and Lenders covenant, severally and not jointly and each as to itself only, that it shall use its best efforts to keep confidential all such information and shall not directly or indirectly use such information for any competitive or purpose other commercial purposesthan in connection with the transactions contemplated hereby. The obligation to keep such information confidential shall continue for five years from the date hereof hereof, but shall not apply to (i) any information which (x) a Purchaser any of the Agent or Lenders can establish by convincing evidence (x) was already in its possession prior to the disclosure thereof by the CompanyBorrower; (y) was then generally known to the public; or (z) became known to the public through no fault of a Purchaserany of the Agent and/or Lenders; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that a Purchaser shall use its best efforts to give the Company at least ten Business Days prior notice thereof and shall limit such disclosure to the minimum amount required by such legal requirement or court order.