Common use of Access; Information Clause in Contracts

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

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

Access; Information. (a) The Company agrees that During the period from the date of this Agreement continuing through the Closing or termination of this Agreement under Section 7.01, Seller shall cause the Bank and the Bank’s Subsidiaries to afford to Purchaser and its officers, directors, employees, counsel, accountants, advisors, representatives and agents (collectively, “Representatives”) access upon reasonable prior notice and subject during normal business hours, to applicable Laws the officers, employees, properties, offices and other facilities, and to the Contracts, books and records and other documents and data relating exclusively to the business of the Bank and its Subsidiaries, that Purchaser through its Representatives, may from time to time reasonably request and Seller shall furnish Purchaser and its Representatives all relevant financial, operating and other data and information relating to the exchange of informationBank and its Subsidiaries in Seller’s possession or control which Purchaser through its Representatives may from time to time reasonably request. Purchaser shall, it shall afford and shall cause its Subsidiaries to afford Purchaser Representatives to, conduct its inspections and Purchaser’s Representatives (including its lenders and its counsel) such access during normal business hours throughout investigations under this Section 4.04 in a manner that will not unreasonably interfere with the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser may reasonably request and, during such period, it shall furnish promptly to Purchaser all information concerning the business, Real Property and personnel of the Company as Purchaser may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation conduct of the business of Parent and its Subsidiaries. Notwithstanding the Company; providedforegoing, howeverSeller shall not be required to disclose any information where disclosure would result in the loss of any attorney-client privilege or contravene any Law. In addition to the foregoing, that no investigation prior to the Closing Seller and Purchaser agree to cooperate and work in good faith and in accordance with applicable Law and use reasonable best efforts with respect to the matters set forth in Section 4.04 of the CompanySeller Disclosure Schedule, which shall include the taking of all actions to accomplish the actions set forth in Section 4.1(f) of Section 4.04 of the Seller Disclosure Schedule, and with respect to matters relating to Parent’s business shall affect any representation or warranty given and its Affiliates ability to service the Retained Customers following the Closing; it being understood that the parties recognize that the ability to consummate the transactions contemplated by this Agreement by the Company hereunderdate set forth on Section 2.02(a) of the Seller Disclosure Schedule is dependent upon (i) accomplishing the matters set forth in Section 4.04 of the Seller Disclosure Schedule within the timeframes set forth therein and (ii) Parent’s and its Affiliates’ completion of their arrangements to service the Retained Customers following the Closing. (b) The Company Purchaser agrees to provide indemnify and to cause its Representativeshold harmless Seller, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing Affiliates and their respective representatives of personnelRepresentatives for any and all liabilities, documentslosses, financial and operational data and other information costs or expenses incurred by Seller, its Affiliates or their Representatives arising out of the Company access rights under this Section 4.04, including any and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on all claims by any of the assets of the Company and its Subsidiaries Purchaser’s Representatives for any injuries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeproperty damage related thereto. (c) All Purchaser acknowledges that the information furnished provided to either party it by the Sellers in connection with this Agreement is subject to the Confidentiality Agreement. As of the Effective Time, the Confidentiality Agreement shall terminate. All confidential information relating to Parent or any of its Affiliates (other party than the Bank and its Subsidiaries), and which is provided, conveyed or obtained either pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence Section 4.04(a) or in accordance with the provisions Confidentiality Agreement and any other information that Parent, Seller or any Representatives thereof furnished or furnish to Purchaser or Purchaser’s Representatives, or that the Bank and its Subsidiaries have maintained after the Closing, including any technical, scientific, trade secret or other proprietary information of Parent or any of its Affiliates (other than the Bank and its Subsidiaries) with which Purchaser or Purchaser’s Representatives come into contact in the course of Purchaser’s investigation of the Bank, whether before or after the date of the Confidentiality Agreement, dated as of June 3together with any reports, 2004 between analyses, compilations, memoranda, notes and any other writings prepared by the Purchaser or Purchaser’s Representatives that contain, reflect or are based upon such information, shall be and continue to be kept confidential by the Bank, its Subsidiaries, Purchaser and Purchaser’s Affiliates and Representatives, except (1) pursuant to the Company order or demand of any Governmental Authority, as required in any litigation or other proceeding, or as otherwise required by applicable Law or administrative process (in which case the “disclosing party shall provide the non-disclosing party prompt notice thereof and cooperate with the non-disclosing party so that the non-disclosing party may seek a protective order or other appropriate remedy); (2) for information that is or becomes generally available to the public other than as a result of a breach of this Section 4.04(c) or the Confidentiality Agreement”; and (3) to the extent that such information is or has become known to the Person receiving such information on a non-confidential basis from a source who is not breaching any contractual, legal or fiduciary obligation by making such disclosure), and Purchaser shall not use, and shall cause its Affiliates not to use, the information described in this Section 4.04(c) (other than such information relating to the Bank and its Subsidiaries) in connection with the conduct of its or its Affiliates’ businesses or for any other purpose except as required for financial or tax reporting or by applicable Law, or as necessary to enforce Purchaser’s and the Bank’s and its Subsidiaries’ (following the Closing) rights and remedies under this Agreement or the other Transaction Documents.

Access; Information. (a) The Company agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford Parent and shall cause its Subsidiaries to afford Purchaser Parent’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) such other authorized representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property Contracts, properties and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser Parent all information concerning the its business, Real Property properties and personnel of the Company as Purchaser Parent may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company agrees to provide and to cause its RepresentativesWithout limiting the generality of Section 6.05(a), its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect prior to the Financing (Effective Time, Parent and any substitutions, replacements or refinancing thereof). Such cooperation will include Parent’s representatives shall have the right to conduct a review to determine (i) to that the extent reasonably requestedassets, the making available to Purchaserbooks, the lenders providing the Financing records and their respective representatives of personnel, documents, financial and operational data and other information operations of the Company are in satisfactory condition and its Subsidiaries relating to their respective operations, will not in a material way adversely impact Parent after consummation of the transactions contemplated hereby and (ii) requiring the senior management accuracy of the Company to participate in meetings representations and due diligence sessions in connection with warranties and the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any satisfaction of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary conditions to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeclosing as provided hereunder. (c) All The Company agrees that, subject to applicable Laws, it shall cooperate in good faith with Parent on mutually agreed operating issues which the parties agree have priority including assisting in developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (d) Parent agrees that, upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Parent’s personnel as the Company may reasonably request and such books and records of the Parent as is substantially similar in scope as provided to the Company in its due diligence review prior to the date of this Agreement. (e) Each party agrees that it will, and will cause its representatives to, hold any information furnished to either party by the other party obtained pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence Section 6.05 in accordance with the provisions terms of the Confidentiality Agreement, dated as of June 3December 19, 2004 between Purchaser and the Company 2012 (the “Confidentiality Agreement”), between the parties. (f) No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in -48- this Agreement, or the conditions to such party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) The Company agrees that Subject to applicable Law, between the date of this Agreement and the earlier of the Closing or the termination of this Agreement pursuant to Article VII, upon reasonable notice and subject to applicable Laws relating to the exchange of informationadvance written notice, it shall afford Parent shall, and shall cause its Subsidiaries to, (1) provide to afford Purchaser and Purchaser’s Representatives (including its lenders Buyer and its counsel) such Representatives access during normal business hours throughout of the period prior Acquired Companies to the Effective Time officers, employees, properties (subject to the booksterms of the relevant leases), Contracts, books and records (including, without limitation, including Tax Returns and work papers information relating to Taxes) and other assets of independent auditors)the Acquired Companies (it being agreed and understood that such books or records made available in the Data Room shall constitute sufficient access hereunder) as Buyer may reasonably request (other than any of the foregoing that relate to the negotiation and execution of this Agreement, Real Property the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 5.01, any Acquisition Proposal) and (2) furnish promptly such information concerning officers, employees, properties, Contracts, books and records (including copies of Tax Returns and information relating to Taxes) and other assets of the Acquired Companies as Buyer may reasonably request; provided, that any such access shall be conducted at Buyer’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Companies or their Representatives and in such a manner as not to interfere unreasonably with the normal operations of the Acquired Companies or Parent. Nothing herein shall require Parent or any of its Subsidiaries to such other disclose any information relating to the Company as Purchaser may extent such disclosure (A) would reasonably request andbe expected to result in a waiver of attorney-client privilege, during work product doctrine or similar privilege, (B) would reasonably be expected to violate any applicable Law or any Contract or other written obligations or fiduciary duties of such period, it shall furnish promptly Party or (C) relate to Purchaser all information concerning any Acquisition Proposal or Change of Recommendation or the business, Real Property and personnel actions of the Company as Purchaser may reasonably request and shall instruct its Representatives Parent Board. Parent will use it reasonable best efforts to cooperate with Purchaser make appropriate substitute arrangements in its investigation of circumstances where the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderprevious sentence applies. (b) The Company agrees to provide Buyer and to Parent shall comply with, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ their respective Representatives to providecomply with, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time. (c) All information furnished to either party by the other party pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of obligations under the Confidentiality Agreement, dated as of June 3February 14, 2004 between Purchaser and the Company 2019 (the “Confidentiality Agreement”), between Buyer and Parent with respect to the information disclosed under this Section 5.06 and otherwise pursuant to this Agreement, with such obligations thereunder being deemed to survive until the Closing. (c) Nothing contained in this Agreement shall give Buyer or its Affiliates, directly or indirectly, prior to Closing, any rights to conduct or cause to be conducted any environmental investigation of the current or former operations or facilities of the Acquired Companies without the prior written consent of Parent.

Access; Information. (a) The Company Seller agrees that upon reasonable notice and subject to applicable Laws law, regulation or policies imposed by any Governmental Authority relating to the exchange of information, it shall afford Purchaser Parent and shall cause its Subsidiaries to afford Purchaser Parent’s and PurchaserPurchaser Bank’s Representatives (including its lenders officers, employees, counsel, accountants and its counsel) other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property systems, properties, personnel and personnel advisors of the Company Seller and its Subsidiaries and to such other information relating to the Company Seller and its Subsidiaries as Purchaser Parent may reasonably request request, provided that Purchaser Parent shall coordinate any and all meetings with Seller personnel with one or more designated representatives of Seller, and, during such period, it Seller shall furnish as promptly as reasonably practicable to Purchaser Parent (i) a copy of each material report, filing, schedule or registration statement filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws, in each case, to the extent such report, filing, schedule or registration statement is not publicly available, and (ii) all other information concerning the business, Real Property properties and personnel of the Company Seller and its Subsidiaries as Purchaser Parent may reasonably request and request. Notwithstanding the foregoing, Seller shall instruct its Representatives not be required to cooperate provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of Seller or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement (including without limitation, restrictions on sharing confidential supervisory information), provided that in any such event, Seller will work in good faith with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderParent to make appropriate substitute disclosure arrangements. (b) The Company agrees During the period from the date of this Agreement to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time, Seller shall, upon the request of Purchaser Parent, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Purchaser Parent regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 calendar days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), Seller will deliver to Purchaser Parent its consolidated balance sheet, consolidated statement of income and comprehensive income, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows, in each case, on a preliminary basis and without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 calendar days after the end of each fiscal year, Seller will deliver to Purchaser Parent its consolidated balance sheet, consolidated statement of income and comprehensive income, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows for such year prepared in accordance with GAAP, in each case, on a preliminary basis. Subject to applicable law, within 15 calendar days after the end of each month, Seller will deliver to Purchaser Parent a consolidated balance sheet and consolidated statement of income and comprehensive income, without related notes, for such month prepared in accordance with GAAP, in each case, on a preliminary basis. (c) Purchaser Parent agrees that upon reasonable notice and subject to applicable law, regulation or policies imposed by any Governmental Authority relating to the exchange of information, it shall afford Seller and Seller’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of Purchaser Parent and its Subsidiaries and to such other information relating to Purchaser Parent and its Subsidiaries as Seller may reasonably request, provided that Seller shall coordinate any and all meetings with Purchaser Parent personnel with one or more designated representatives of Purchaser Parent, and, during such period, Purchaser Parent shall furnish as promptly as reasonably practicable to Seller (i) a copy of each report, filing schedule or registration statement filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws, in each case, to the extent such report, filing, schedule or registration statement is not publicly available, and (ii) all other information concerning the business, properties and personnel of Purchaser Parent and its Subsidiaries as Seller may reasonably request. Notwithstanding the foregoing, Purchaser Parent shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of Purchaser Parent or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement (excluding without limitation, restrictions on sharing confidential supervisory information), provided that in any such event, Purchaser Parent will work in good faith with Seller to make appropriate substitute disclosure arrangements. (d) During the period from the date of this Agreement to the Effective Time, Purchaser Parent shall, upon the request of Seller, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Seller regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 calendar days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), Purchaser Parent will deliver to Seller its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows, in each case, on a preliminary basis and without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 calendar days after the end of each fiscal year, Purchaser Parent will deliver to Seller its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows for such year prepared in accordance with GAAP, in each case, on a preliminary basis. Subject to applicable law, within 15 calendar days after the end of each month, Purchaser Parent will deliver to Seller a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP, in each case, on a preliminary basis. (e) All information furnished to either party by the other party pursuant to this Agreement Section 6.06 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreementletter agreements, dated as of June 3December 2, 2004 2019, by and between Purchaser Parent and the Company Seller (the “Confidentiality Agreement”). (f) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein.

Access; Information. (a) The Company Severn agrees that upon reasonable notice and subject to applicable Laws law, regulation or policies imposed by any Governmental Authority relating to the exchange of information, it shall afford SHBI and shall cause its Subsidiaries to afford Purchaser SHBI’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) other authorized representatives such access during normal business hours hours, provided that such access shall not interfere unnecessarily with the normal business operations of Severn or its Subsidiaries, throughout the period prior to the Effective Time Time, to the booksbooks (other than minutes or other records that discuss the Transaction), records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property systems, properties, personnel and personnel advisors of the Company Severn and its Subsidiaries and to such other information relating to the Company Severn and its Subsidiaries as Purchaser SHBI may reasonably request request, provided that SHBI shall coordinate any and all meetings with Severn personnel with one or more designated representatives of Severn, and, during such period, it Severn shall furnish promptly to Purchaser SHBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, Real Property properties and personnel of the Company Severn and its Subsidiaries as Purchaser SHBI may reasonably request and request. Notwithstanding the foregoing, Severn shall instruct its Representatives not be required to cooperate provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of Severn or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any such event, Severn will work in good faith with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderSHBI to make appropriate substitute disclosure arrangements. (b) The Company agrees During the period from the date of this Agreement to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time, Severn shall, upon the request of SHBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of SHBI regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 20 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), Severn will deliver to SHBI its consolidated balance sheet and consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, Severn will deliver to SHBI its consolidated balance sheet and consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for such year prepared in accordance with GAAP. Severn shall use its commercially reasonable best efforts to deliver to SHBI its audited consolidated balance sheet as of December 31, 2020 and audited consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for the year ended December 31, 2020 by no later than March 31, 2021. Subject to applicable law, within 15 days after the end of each month, Severn will deliver to SHBI a consolidated balance sheet and consolidated statements of operations, without related notes, for such month prepared in accordance with GAAP. (c) SHBI agrees that upon reasonable notice and subject to applicable law, regulation or policies imposed by any Governmental Authority relating to the exchange of information, it shall afford Severn and Severn’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours, provided that such access shall not interfere unnecessarily with the normal business operations of SHBI or its Subsidiaries, throughout the period prior to the Effective Time. to the books (other than minutes or other records that discuss the Transaction), records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of SHBI and its Subsidiaries and to such other information relating to SHBI and its Subsidiaries as Severn may reasonably request, provided that Severn shall coordinate any and all meetings with SHBI personnel with one or more designated representatives of SHBI, and, during such period, SHBI shall furnish promptly to Severn (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of SHBI and its Subsidiaries as Severn may reasonably request. Notwithstanding the foregoing, SHBI shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of SHBI or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any such event, SHBI will work in good faith with Severn to make appropriate substitute disclosure arrangements. (d) During the period from the date of this Agreement to the Effective Time, SHBI shall, upon the request of Severn, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Severn regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 20 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), SHBI will deliver to Severn its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, SHBI will deliver to Severn its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within 15 days after the end of each month, SHBI will deliver to Severn a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP. (e) All information furnished to either party by the other party pursuant to this Agreement Section 6.06 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreementletter agreement, dated as of June 3December 21, 2004 2020 by and between Purchaser SHBI and the Company Severn (the “Confidentiality Agreement”). (f) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein.

Access; Information. (a) The Company agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, but without causing unreasonable disruption to its business, it shall afford will (and shall will cause its Subsidiaries to to) afford Purchaser Acquiror, and Purchaser’s Representatives (including its lenders officers, employees, counsel, accountants of Acquiror and its counsel) Affiliates and other authorized Representatives, such access during normal business hours throughout the period prior to the Effective Time to the Company’s books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties, personnel and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser Acquiror may reasonably request and, during such period, it shall and the Company will furnish promptly to Purchaser Acquiror (1) a copy of each report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (2) all other information concerning the business, Real Property properties and personnel of the Company it as Purchaser Acquiror may reasonably request request. Acquiror shall have the opportunity to conduct an environmental assessment of the parcels of real property owned by the Company, Company Bank or their Subsidiaries (which, for the avoidance of doubt, shall not include the property referred to as the “▇▇▇▇▇▇” site), using a consulting firm or consulting firms reasonably acceptable to the Company. Such assessment shall consist, for each property, of a “phase one” review, to be followed by a “phase two” review where Acquiror, in its reasonable discretion, shall deem necessary, but shall be completed within 90 days of the date hereof. In connection with such assessment, the Company, Company Bank and their Subsidiaries shall cooperate and assist Acquiror’s environmental consultant or consultants in the preparation of the environmental assessment and make reasonably available its properties, records, documents, consultants and employees. Acquiror and Acquiror Bank shall hold, and shall instruct its Representatives cause their counsel, accountants and other agents and representatives to cooperate with Purchaser hold, all such information and documents in its investigation of accordance with, and subject to the business of terms of, the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderConfidentiality Agreement. (b) The Company agrees to provide Acquiror will hold confidential any information which is nonpublic and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) confidential to the extent reasonably requestedrequired by, and in accordance with, the making available to Purchaser, the lenders providing the Financing Confidentiality Agreement between Acquiror and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time. (c) All information furnished to either party by the other party pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 36, 2004 between Purchaser and the Company 2006 (the “”Confidentiality Agreement”).

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

Access; Information. (a) The Company Seller agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders and its counsel) Representatives, such access during normal business hours throughout the period prior to the Effective Time to the its and its Subsidiaries books, records (including, without limitation, including Tax Returns and work papers of independent auditors), Real Property properties, personnel and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser or its Representatives may reasonably request and, during such period, it shall furnish as promptly as reasonable to Purchaser or its Representatives (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities or thrift laws, and (ii) all other information concerning the business, Real Property properties and personnel of the Company it and its Subsidiaries as Purchaser or its Representatives may reasonably request request. Seller shall also permit Purchaser or its environmental consultant, at the sole expense of Purchaser, to conduct phase I and phase II environmental audits, studies and tests on real property currently owned, controlled, leased or used by Seller or any of its Subsidiaries; provided however Purchaser shall instruct not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or in the absence thereof based upon the advise of Purchaser's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at Purchaser's sole expense), Purchaser shall indemnify Seller and its Representatives Subsidiaries for all costs and expenses associated with returning the property to cooperate with Purchaser its previous condition. Seller shall use reasonable best efforts to provide to Purchaser, within ten days after the date of this Agreement, copies of any phase I site assessments or other environmental reports in its investigation or its Subsidiaries' possession or control (which have not been Previously Disclosed) with respect to any real property previously or currently owned, controlled, leased or used by Seller or any of its Subsidiaries. Purchaser shall within fifteen days after the date hereof give written notice to Seller of the business identity of all real property for which it intends to conduct a phase I environmental study. Within fifteen days after the date hereof Purchaser shall engage an environmental consultant reasonably acceptable to Seller to perform such phase I environmental studies. Purchaser shall use commercially reasonable efforts to cause its environmental consultant to complete and provide Purchaser with its written phase I environmental report(s) or assessment(s) within thirty days after such consultant is retained. Promptly following the receipt of all phase I environmental reports or assessments (but not later than fifteen days thereafter), Purchaser shall order all applicable phase II environmental studies. Time is of the Company; provided, however, that no investigation of essence relating to the Company’s business shall affect any representation or warranty given by the Company hereunderforegoing environmental matters. (b) The Company Purchaser agrees to provide that it will not, and to will cause its RepresentativesRepresentatives not to, its Subsidiaries and its Subsidiaries’ Representatives use any information obtained pursuant to provide, all necessary cooperation reasonably requested by Purchaser this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the arrangement and the negotiation entering into of agreements with respect this Agreement) for any purpose unrelated to the Financing consummation of the Merger. Subject to the requirements of law, Purchaser will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (and as well as any substitutions, replacements or refinancing thereof). Such cooperation will include other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operationsit, (ii) requiring the senior management of the Company becomes available from other sources not known by Purchaser to participate in meetings and due diligence sessions in connection with the Financingbe bound by a confidentiality obligation, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection is disclosed with the Financing, prior written approval of Seller or (iv) executing is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated, Purchaser shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and delivering documentation data as to Seller and its Subsidiaries to be returned to Seller or certify as to their destruction. No investigation by Purchaser or its Representatives of the business and affairs of Seller or its Subsidiaries shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement of Seller in connection with the release of Liens on this Agreement, or any of the assets of conditions to Purchaser's obligation to consummate the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective TimeMerger. (c) All Notwithstanding anything contained herein to the contrary, neither Seller nor any of its Subsidiaries shall be required to provide access or disclose information furnished where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the Person in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to either party by the other party pursuant to date of this Agreement shall be subject to, and such receiving party shall hold all such information or in confidence in accordance with the provisions ordinary course of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”)business.

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

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

Access; Information. (a) The Company agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford Placer and shall cause its Subsidiaries to afford Purchaser Placer’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) such other authorized representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property Contracts, properties and personnel of the Company and its Subsidiaries and to such other information relating to the Company as Purchaser Placer may reasonably request and, during such period, it shall furnish promptly to Purchaser Placer all information concerning the business, Real Property properties and personnel of the Company as Purchaser may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunder. (b) The Company agrees to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating as Placer may reasonably request. (b) Without limiting the generality of Section 6.04(a), prior to their respective operationsthe Effective Time, Placer and Placer’s representatives shall have the right to conduct a review to determine (iii) requiring that the senior management of the Company to participate in meetings assets, books, records and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets operations of the Company and its Subsidiaries or other requested certificates, documents or financial information are in satisfactory condition and will not in a material way adversely impact Placer after consummation of the transactions contemplated hereby and (vii) providing all assistance necessary to create Liens on any the accuracy of the assets representations and warranties and the satisfaction of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeconditions to closing as provided hereunder. (c) All The Company agrees that, subject to applicable laws, it shall cooperate in good faith with Placer on mutually agreed operating issues which the parties agree have priority. (d) Placer agrees that, upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Company and its authorized representatives such access to Placer’s personnel as the Company may reasonably request. (e) Each party agrees that any information furnished obtained pursuant to this Section 6.04 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) shall be subject to and governed by the Mutual NDA. (f) No investigation by either party by of the business and affairs of the other party pursuant shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and or the Company (conditions to such party’s obligation to consummate the “Confidentiality transactions contemplated by this Agreement”).

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

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

Access; Information. (a) The During the period from the date of this Agreement continuing through the Closing or termination of this Agreement under Section 7.01, Seller, Company agrees that and their respective Subsidiaries shall afford to Purchaser and its respective officers, directors, employees, counsel, accountants, advisors, representatives and agents (collectively, “Representatives”) reasonable access upon reasonable prior notice and during normal business hours, to the officers, employees, properties, offices and other facilities, and to the Contracts, books and records and other documents and data (including employee data, to the extent necessary to onboard the Continuing Employees, subject to applicable Laws Law) relating exclusively to the business of Seller, that Purchaser through its Representatives, may from time to time reasonably request and Seller shall furnish to Purchaser and their its Representatives all relevant financial, operating and other data and information relating to the exchange of informationCompany in Seller’s or its Affiliates’ possession or control which Purchaser through its Representatives may from time to time reasonably request, it shall afford including by providing to Purchaser on a monthly or quarterly basis, as applicable, Company’s external audit reports, new business activity reports, ALCO reports, ALLL reports and asset quality reports, and all similar management reports produced by Company or its Subsidiaries, as applicable, on a monthly or quarterly basis. Purchaser shall, and shall cause its Subsidiaries to afford Purchaser Representatives to, conduct its inspections and Purchaser’s Representatives (including its lenders and its counsel) such access during normal business hours throughout investigations under this Section 4.05 in a manner that will not unreasonably interfere with the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser may reasonably request and, during such period, it shall furnish promptly to Purchaser all information concerning the business, Real Property and personnel of the Company as Purchaser may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation conduct of the business of Seller and its Affiliates. Notwithstanding the Company; providedforegoing, however, that no investigation (i) Seller shall not be required to disclose any information where disclosure would (A) breach any agreement with any third party in effect on the date of the Company’s business this Agreement (if Seller or Company shall affect any representation or warranty given by the Company hereunder.have used (b) The Company agrees to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation If reasonably requested by Purchaser in connection with Seller, the arrangement parties shall enter into a customary access and the negotiation of agreements with respect indemnification agreement relating to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeaccess rights under this Section 4.05. (c) All Purchaser acknowledges that the information furnished provided to either party it by the other party pursuant to Seller in connection with this Agreement shall be is subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of to the Confidentiality Agreement. As of the Effective Time, dated as of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”)Agreement shall terminate.

Access; Information. ​ (a) The Company agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford First Foundation and shall cause its Subsidiaries to afford Purchaser First Foundation’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) other authorized representatives such access (subject to any reasonable restrictions imposed by the Company with respect to in-person access in light of COVID-19 concerns) during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, minutes and records of the Company Board, the Company Bank Board and their respective committees, Tax Returns and work papers of independent auditors), Real Property systems, properties, personnel and advisors of the Company and its Subsidiaries and to such other information relating to the Company and its Subsidiaries as First Foundation may reasonably request, provided that First Foundation shall coordinate any and all meetings with Company personnel with one or more designated representatives of the Company, and, during such period, the Company shall furnish promptly to First Foundation (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of the Company and its Subsidiaries as First Foundation may reasonably request. ​ ​ ​ (b) Upon reasonable notice and subject to applicable Laws, First Foundation shall and shall cause First Foundation Bank to permit the Company to make or cause to be made such investigations of the business and financial and legal condition of First Foundation and First Foundation Bank as the Company reasonably requests; provided, that such investigation shall be reasonably related to the transactions contemplated this Agreement and shall not interfere unnecessarily with normal operations. (c) Notwithstanding anything in this Section 6.07 to the contrary, no party shall be required to provide access to or disclose information (i) included in any communications, memoranda or work product prepared by advisors to such party, or confidential reports, documents or minutes of meetings of such party’s board of directors, its committees or its management personnel, or similar materials to the extent directly or indirectly substantially related to or prepared in connection with the Transaction and the rights and obligations of such party under this Agreement, (ii) where such access or disclosure would jeopardize the attorney-client privilege of such party or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or (iii) where such access or disclosure would contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any such event, the parties will cooperate in good faith to make reasonably appropriate substitute disclosure arrangements. ​ (d) During the period from the date of this Agreement to the Effective Time, the Company shall, upon the request of First Foundation, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of First Foundation regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable Law, as soon as reasonably available, but in no event more than fifteen (15) days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), the Company as Purchaser may reasonably request will deliver to First Foundation its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, during as soon as reasonably available, but in no event more than thirty (30) days after the end of each fiscal year, the Company will deliver to First Foundation its consolidated balance sheet and consolidated statements of income, changes in shareholders’ equity and comprehensive income and cash flows for such periodyear prepared in accordance with GAAP. Subject to applicable Law, it shall furnish promptly within fifteen (15) days after the end of each month, the Company will deliver to Purchaser First Foundation a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP. ​ (e) The Company will deliver to First Foundation a complete and accurate list as of the end of each calendar quarter following the date of this Agreement, within twenty (20) days after the end of each such calendar quarter, of (a) all information concerning the business, Real Property and personnel periodic internal credit quality reports of the Company and its Subsidiaries prepared during such calendar quarter (which reports will be prepared in a manner consistent with past practices), (b) all Loans classified as Purchaser may reasonably request non-accrual, as restructured, as ninety (90) days past due, as still accruing and shall instruct its Representatives to cooperate with Purchaser doubtful of collection or any comparable classification, (c) all OREO, including in-substance foreclosures and real estate in its investigation judgment, (d) all new Loans, (e) any current repurchase obligations of the business Company or its Subsidiaries with respect to any Loans, Loan participations or state or municipal obligations or revenue bonds, and (f) any standby letters of credit issued by the Company or its Subsidiaries. With respect to any Loans to one borrower that aggregate, with other Loans to the same borrower, more than $3,000,000, the Company shall deliver to First Foundation, or make accessible to First Foundation through remote communication, on or before delivery of such monthly credit reports, or as soon as practicable thereafter, copies of the Companydocumentation, or a summary of the documentation, that served as the basis for the decision to make such Loan. (f) From time to time prior to the Effective Time, each party will promptly supplement or amend its Disclosure Schedule delivered in connection herewith with respect to any material matter hereafter arising which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule or which is necessary to correct any information in such Disclosure Schedule which has been rendered inaccurate thereby. No supplement or amendment to such Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the ​ ​ ​ conditions set forth in Article VII; provided, however, that no investigation the contents of the Company’s business any supplement or amendment shall affect any not otherwise be deemed a breach of a representation or warranty given by the Company hereunder.warranty, including for purposes of Section 8.01(b), unless such supplement or amendment contains a fact, circumstance or event that individually, or taken together with all other facts, circumstances and events has resulted in or has had, or is reasonably expected to have or result in a Material Adverse Effect. ​ (b) The Company agrees to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time. (cg) All information furnished to either party by the Company or First Foundation to the other party pursuant to this Agreement Section 6.07 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Non-Disclosure Agreement, dated as of June 3March 18, 2004 2021, by and between Purchaser First Foundation and the Company (the “Confidentiality Agreement”).. ​ (h) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. ​

Access; Information. (a) The Company HEOP agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford PPBI and shall cause its Subsidiaries to afford Purchaser PPBI’s officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property systems, properties, personnel and personnel advisors of the Company HEOP and its Subsidiaries and to such other information relating to the Company HEOP and its Subsidiaries as Purchaser PPBI may reasonably request request, provided that PPBI shall coordinate any and all meetings with HEOP personnel with one or more designated representatives of HEOP, and, during such period, it HEOP shall furnish promptly to Purchaser PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, Real Property properties and personnel of the Company HEOP and its Subsidiaries as Purchaser PPBI may reasonably request and request. Notwithstanding the foregoing, HEOP shall instruct its Representatives not be required to cooperate provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of HEOP or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any such event, HEOP will work in good faith with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderPPBI to make appropriate substitute disclosure arrangements. (b) The Company agrees During the period from the date of this Agreement to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time., HEOP shall, upon the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its (c) PPBI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford HEOP and HEOP’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of PPBI and its Subsidiaries and to such other information relating to PPBI and its Subsidiaries as HEOP may reasonably request, provided that HEOP shall coordinate any and all meetings with PPBI personnel with one or more designated representatives of PPBI, and, during such period, PPBI shall furnish promptly to HEOP (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of PPBI and its Subsidiaries as HEOP may reasonably request. Notwithstanding the foregoing, PPBI shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of PPBI or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any such event, PPBI will work in good faith with HEOP to make appropriate substitute disclosure arrangements. (d) During the period from the date of this Agreement to the Effective Time, PPBI shall, upon the request of HEOP, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of HEOP regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), PPBI will deliver to HEOP its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, PPBI will deliver to HEOP its consolidated balance sheet and consolidated statements of income, changes in stockholders’ equity and comprehensive (e) All information furnished to either party by the other party pursuant to this Agreement Section 6.06 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Mutual Confidentiality and Non-Disclosure Agreement, dated as of June 3August 23, 2004 2016 by and between Purchaser PPBI and the Company HEOP (the “Confidentiality Agreement”). (f) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein.

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

Access; Information. (a) The From the date hereof until the Closing, the Company agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of informationshall, it shall afford and shall cause the Bank and its Subsidiaries to to: (i) afford Purchaser and Purchaser’s Representatives (including its lenders Buyer and its counsel) such Representatives reasonable access during normal business hours throughout to and the period prior right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the Effective Time Bank and its Subsidiaries; (ii) furnish Buyer and its Representatives with such financial, operating and other data and information related to the books, records Bank and its Subsidiaries as Buyer or any of its Representatives may reasonably request; and (including, without limitation, Tax Returns and work papers of independent auditors), Real Property and personnel iii) instruct the Representatives of the Company and its Subsidiaries to such other information relating to the Company as Purchaser may reasonably request and, during such period, it shall furnish promptly to Purchaser all information concerning the business, Real Property and personnel of the Company as Purchaser may reasonably request and shall instruct its Representatives Bank to cooperate with Purchaser Buyer in its investigation of the business of the CompanyBank and its Subsidiaries; provided, however, that no any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Company, under the supervision of the Bank’s personnel and in such a manner as not to interfere with the normal operations of the Bank. All requests by Buyer for access pursuant to this Section 5.2 shall be submitted or directed exclusively to ▇▇▇▇▇ ▇▇▇▇▇, President or such other individuals as the Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, the Bank or any of its Subsidiaries shall be required to disclose any information to Buyer if such disclosure would, in the Company’s business shall affect reasonable discretion: (A) cause significant competitive harm to the Company, the Bank or any representation or warranty given by the Company hereunder. (b) The Company agrees to provide and to cause its Representatives, of its Subsidiaries and their respective businesses if the Transactions are not consummated; (B) jeopardize any attorney-client or other privilege; or (C) contravene any applicable Law or fiduciary duty. Prior to the Closing, without the prior written consent of the Company, which may be withheld for any reason, Buyer shall not, unless required by applicable Law, contact any suppliers to, or customers of, the Bank or any of its Subsidiaries’ Subsidiaries and Buyer shall have no right to perform invasive or subsurface investigations of the Real Property. Buyer shall, and shall cause its Representatives to provideto, all necessary cooperation reasonably requested abide by Purchaser in connection with the arrangement and terms of the negotiation of agreements Confidentiality Agreement with respect to the Financing (and any substitutions, replacements access or refinancing thereof)information provided pursuant to this Section 5.2. Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information No investigation by Buyer of the Company business and affairs of Bank and its Subsidiaries relating shall affect or be deemed to their respective operationsmodify or waive any representation, (ii) requiring the senior management of the Company to participate warranty, covenant or agreement in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Time. (c) All information furnished to either party by the other party pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and or the Company (conditions to Buyer’s obligation to consummate the “Confidentiality Agreement”)Transactions.

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

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

Access; Information. (a) The Company agrees that upon Upon reasonable notice from Purchaser Parties and subject to applicable Laws laws relating to the exchange of information, it the Seller Parties shall afford the Purchaser Parties and shall cause its Subsidiaries to afford Purchaser their officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers 3266.019/439907.1 of independent auditors), Real Property properties, personnel and personnel advisors of Seller Parties to the Company extent relating to Seller Parties or the transactions contemplated by this Agreement and its Subsidiaries to such other information relating to Seller Parties as the Company as Purchaser Parties may reasonably request and, during such period, it shall furnish promptly to the Purchaser Parties all information concerning the business, Real Property properties and personnel of the Company Seller Parties as Purchaser Parties may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) From the date of this Agreement until the Effective Time, prior to initiating a new loan, or renewing any existing loan, requiring approval of MC Bancorp under section 3.01(s), SL Bank shall provide to MC Bancorp by electronic delivery the underwriting analyses and loan approval documentation for each such loan. From the date of this Agreement until the Effective Time, SL Bank shall provide to Purchaser Parties access to current information and reporting on the condition of the loan and real estate portfolio of SL Bank, including but not limited to updated information respecting Classified Assets and all reports prepared by or provided to management, the SL Bank board of directors or any third-party consultant respecting Classified Assets, OREO, loan delinquencies, criticized or “watch list” assets or similar assets. (c) The Company agrees to provide Seller Parties shall each cooperate, and use their commercially reasonable efforts to cause its Representativestheir independent auditor to cooperate, its Subsidiaries at Seller Parties’ expense, with Purchaser Parties and its Subsidiaries’ Representatives their independent auditors in order to provideenable Purchaser Parties and their Affiliates to prepare financial statements, all necessary cooperation reasonably requested including, without limitation, pro forma financial information, for Seller Parties that may be required by Purchaser Parties in connection with the arrangement and the negotiation filing of agreements regulatory applications with respect to the Financing (and any substitutions, replacements Governmental Authorities or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may otherwise required in connection with the Financingtransactions contemplated by this Agreement. Without limiting the generality of the foregoing, which Liens the Seller Parties agree that each will be effective at execute and deliver, and cause its officers to execute and deliver (including former officers of Seller Parties after the Effective TimeClosing), such “representation” letters as are customarily delivered in connection with audits and as Purchaser Parties’ independent accountants may respectively reasonably request under the circumstances. (cd) All information furnished to either party by the other party pursuant to this Agreement Section 5.04 shall be subject to, and such receiving party shall hold all such information in confidence in accordance with to the provisions of the Confidentiality Agreement. (e) No investigation by any of the parties or their respective representatives shall affect the representations, dated as warranties, covenants or agreements of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”)other parties set forth herein.

Access; Information. (a) The Company agrees that upon reasonable notice and subject to applicable Laws relating to From the exchange of informationdate hereof until the Closing Date, it shall afford the Sellers shall, and shall cause its Subsidiaries to the Target Companies to, afford the Purchaser and Purchaser’s Representatives its officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) complete access (including its lenders for inspection and its counselcopying) such access during normal business hours throughout the period prior hours, to the Effective Time to the booksRepresentatives, properties, offices and other facilities, books and records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property and personnel of the Company Target Companies, and its Subsidiaries to shall furnish the Purchaser with such financial, operating and other data and information relating to as the Company as Purchaser may reasonably request and, during such period, it shall furnish promptly to Purchaser all information concerning the business, Real Property and personnel of the Company as Purchaser may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company agrees In order to provide facilitate the resolution of any claims made by or against or incurred by the Purchaser or the Target Companies after the Closing or for any other reasonable purpose, for a period of five (5) years following the Closing, each Seller shall: (i) retain all books, documents, information, data, files and other records of such Seller that relate to cause its Representativesthe Target Companies and their business and operations for periods prior to the Closing and which shall not otherwise have been delivered to the Purchaser or the Target Companies; (ii) upon reasonable notice, its Subsidiaries afford the Purchaser and its Subsidiaries’ the Target Companies and their respective Representatives reasonable access (including for inspection and copying, at the Purchaser’s expense), during normal business hours, to providesuch books, all necessary cooperation reasonably requested by Purchaser documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to the arrangement Target Companies (including any such proceedings relating to Losses pursuant to Article VIII hereof); and (iii) furnish the Purchaser and the negotiation of agreements with respect to the Financing (and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing Target Companies and their respective representatives Representatives reasonable assistance (at the Purchaser’s expense), including access to personnel, in connection with any such claims and other proceedings; provided, that such access shall be granted until five (5) years following the Closing. Each Seller shall permit, promptly upon reasonable request, the Purchaser and the Target Companies and their respective Representatives to use original copies of personnelany such records for purposes of litigation; provided, that such records (or copies thereof) shall be made available by the Purchaser and Target Companies during such use to the applicable Seller promptly upon reasonable request; provided, further, that any such original records shall promptly be returned to the applicable Seller following such use. With respect to “Losses” under Section 8.2, the Purchaser shall cause the Target Companies to retain the books, documents, financial and operational data information, data, files and other information records of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate Target Companies in meetings and due diligence sessions in connection accordance with the FinancingTarget Companies’ record retention policies (as such policies exist from time to time, but in any event for a minimum of five (iii5) requiring years) and, upon reasonable notice, afford Sellers’ Representative access to such information in order to facilitate the CompanySellers’ Representative’s accountants to provide their reasonable cooperation in connection with the Financingevaluation, (iv) executing assessment and delivering documentation in connection with the release defense of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timesuch claim. (c) All information furnished Notwithstanding the foregoing, Section 5.2(b) shall not apply with respect to either party by the other party pursuant to this Agreement Tax matters, which shall be subject to, and such receiving party shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”)governed by Article VI hereof.

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

Access; Information. (a) The Company Each of Alliance and COFI agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, it shall afford the other party and shall cause its Subsidiaries to afford Purchaser and Purchaser’s Representatives (including its lenders and its counsel) the other party's Representatives, such access during normal business hours throughout the period prior to the Effective Time to the its and its Subsidiaries books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property properties, personnel and personnel of the Company and its Subsidiaries to such other information relating to as the Company as Purchaser other party may reasonably request and, during such period, it shall furnish promptly to Purchaser such other party (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities, thrift, or banking laws, and (ii) all other information concerning the business, Real Property properties and personnel of it and its Subsidiaries as the Company as Purchaser other party may reasonably request request. Alliance shall also permit COFI or its environmental consultant, at the sole expense of COFI, to conduct environmental audits, studies and tests on real property currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them have a Lien; provided however COFI shall instruct not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or in the absence thereof based upon the advise of COFI's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's sole expense), COFI shall indemnify Alliance for all costs and expenses associated with returning the property to its Representatives previous condition. Alliance shall provide copies to cooperate with Purchaser COFI of any phase I site assessments or other environmental reports in its investigation or its Subsidiaries' possession or control with respect to any real property previously or currently owned, controlled, leased or used by Alliance or any of the business its Subsidiaries or upon which any of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderthem has a Lien. (b) The Company Each of Alliance and COFI agrees to provide that it will not, and to will cause its RepresentativesRepresentatives not to, its Subsidiaries and its Subsidiaries’ Representatives use any information obtained pursuant to provide, all necessary cooperation reasonably requested by Purchaser this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the arrangement and the negotiation entering into of agreements with respect this Agreement) for any purpose unrelated to the Financing consummation of the Transactions. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (and as well as any substitutions, replacements or refinancing thereof). Such cooperation will include other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operationssuch party, (ii) requiring the senior management of the Company becomes available to participate in meetings and due diligence sessions in connection with the Financingsuch party from other sources not known by such party to be bound by a confidentiality obligation, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection is disclosed with the Financing, prior written approval of the party to which such information pertains or (iv) executing is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and delivering documentation in connection with data as to another party hereto to be returned to the release of Liens on party which furnished the same. No investigation by any party of the assets business and affairs of the Company and its Subsidiaries other shall affect or other requested certificatesbe deemed to modify or waive any representation, documents warranty, covenant or financial information and (v) providing all assistance necessary agreement in this Agreement, or the conditions to create Liens on any of party's obligation to consummate the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timetransactions contemplated by this Agreement. (c) All information furnished to either party by During the other party pursuant to period from the date of this Agreement to the Effective Time, each of Alliance and COFI shall be subject to, promptly furnish each other with copies of all monthly and such receiving party other interim financial statements produced by it or any of its Subsidiaries in the ordinary course of business as the same shall hold all such information in confidence in accordance with the provisions of the Confidentiality Agreement, dated as of June 3, 2004 between Purchaser and the Company (the “Confidentiality Agreement”)become available.

Access; Information. (a) The Company Napa agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford Parent, Bank and shall cause its Subsidiaries to afford Purchaser their respective officers, employees, counsel, accountants and Purchaser’s Representatives (including its lenders and its counsel) such other authorized representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, Tax Returns and work papers of independent auditors), Real Property Contracts, properties and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser Parent may reasonably request and, during such period, it shall furnish promptly to Purchaser Parent and Bank all information concerning the its business, Real Property properties and personnel of the Company as Purchaser Parent or Bank may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunderrequest. (b) The Company agrees to provide and to cause its RepresentativesWithout limiting the generality of Section 6.05(a), its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested by Purchaser in connection with the arrangement and the negotiation of agreements with respect prior to the Financing (and any substitutionsEffective Time, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requestedParent, the making available to Purchaser, the lenders providing the Financing Bank and their respective representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of personnel, documents, financial Napa are in satisfactory condition and operational data and other information will not in a material way adversely impact Parent or Bank after consummation of the Company transactions contemplated hereby and its Subsidiaries relating to their respective operations, (ii) requiring the senior management accuracy of the Company to participate in meetings representations and due diligence sessions in connection with warranties and the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any satisfaction of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary conditions to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective Timeclosing as provided hereunder. (c) All Napa agrees that, subject to applicable Laws, it shall cooperate in good faith with Parent and Bank on mutually agreed operating issues which the parties agree have priority including assisting in developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (d) Parent and Bank agree that, upon reasonable notice and subject to applicable Laws relating to the exchange of information, they shall afford Napa and its authorized representatives such access to their personnel as Napa may reasonably request and such books and records as is substantially similar in scope as provided to Napa in its due diligence review prior to the date of this Agreement. (e) Each party agrees that it will, and will cause its representatives to, hold any information furnished to either party by the other party obtained pursuant to this Agreement shall be subject to, and such receiving party shall hold all such information in confidence Section 6.05 in accordance with the provisions terms of the Confidentiality Agreement, dated as of June 3March 2, 2004 between Purchaser and the Company 2017 (the “Confidentiality Agreement”), between the parties. (f) No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to such party’s obligation to consummate the transactions contemplated by this Agreement.

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

Access; Information. (a) The Company agrees that Subject to applicable Law, between the date of this Agreement and the earlier of the Merger Effective Time or the termination of the Agreement pursuant to ARTICLE VIII, upon reasonable notice and subject to applicable Laws relating to advance notice, the exchange of informationCompany shall, it shall afford and shall cause its the Company Subsidiaries to, (1) provide to afford Purchaser and Purchaser’s Representatives (including its lenders Parent and its counsel) such Representatives access during normal business hours throughout of the period Company and/or the Company Subsidiaries, as applicable, upon prior written notice, to the Effective Time officers, employees, properties (subject to the booksterms of the relevant leases), books and records (including, without limitation, including Tax Returns and work papers information relating to Taxes) of independent auditors)the Acquired Companies (other than any of the foregoing that relate to the negotiation and execution of this Agreement, Real Property the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 6.01, to any Acquisition Proposal) and (2) furnish promptly such information concerning officers, employees, properties, books and records (including Tax Returns and information relating to Taxes) of the Acquired Companies as Parent may reasonably request; provided, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company or its Representatives or applicable Company Subsidiaries and in such a manner as not to interfere unreasonably with the normal business or operations of the Company or any of the Company Subsidiaries. Nothing herein shall require the Acquired Companies to disclose any information to the extent such disclosure (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege or (B) would reasonably be expected to violate any applicable Law or any written agreement, undertaking, lease, license, Contract, note, mortgage, indenture, arrangement or other written obligations or fiduciary duties of such Party; provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent that the Company determines in consultation with its Subsidiaries outside legal counsel that doing so is reasonably expected to such other information be required for the purpose of complying with applicable Laws or preparing any filing or submission with a Governmental Authority relating to the Company as Purchaser may reasonably request andtransactions contemplated by this Agreement and in connection with any investigation, during such period, it shall furnish promptly litigation or other inquiry by or before a Governmental Authority relating to Purchaser all information concerning the business, Real Property and personnel of the Company as Purchaser may reasonably request and shall instruct its Representatives to cooperate with Purchaser in its investigation of the business of the Company; provided, however, that no investigation of the Company’s business shall affect transactions contemplated by this Agreement (including any representation or warranty given proceeding initiated by the Company hereundera private Person). (b) The Parent and the Company agrees to provide shall comply with, and to shall cause its Representatives, its Subsidiaries and its Subsidiaries’ their respective Representatives to providecomply with, all necessary cooperation reasonably requested by Purchaser in connection with of their respective obligations under the arrangement and the negotiation of agreements Confidentiality Agreement with respect to the Financing (information disclosed under this Section 6.06 and any substitutionsotherwise pursuant to this Agreement, replacements or refinancing thereof). Such cooperation will include (i) with such obligations thereunder being deemed to survive until the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information of the Company and its Subsidiaries relating to their respective operations, (ii) requiring the senior management of the Company to participate in meetings and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing and delivering documentation in connection with the release of Liens on any of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Merger Effective Time. (c) All information furnished to either party by the other party pursuant to Nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, rights to conduct or cause to be subject toconducted any environmental investigation of the current or former operations or facilities of the Acquired Companies without the prior written consent of the Company in its sole discretion. (d) Prior to the Closing, the Company shall use reasonable best efforts to cause the External Manager and each Affiliate of the External Manager to deliver to the Company all Contracts and records in the External Manager’s or any of its Affiliates’ possession or control to the extent (with respect to Contracts) they are Contracts to which the Company or any of the Company Subsidiaries is a party, and such receiving party shall hold all such information in confidence in accordance with respect to records, to the provisions extent they pertain to the business of the Confidentiality Agreement, dated as Company or any of June 3, 2004 between Purchaser and the Company (Subsidiaries, provided, that, for the “Confidentiality Agreement”)avoidance of doubt, such records shall not include records that are the owned property of the External Manager and are not owned property of the Company or any of the Company Subsidiaries.

Access; Information. (a) The Company agrees that During the period from the date hereof continuing until the Closing or termination of this Agreement under ARTICLE VII, each of the Sellers shall, and shall cause the Acquired Companies to, afford to Purchaser and its officers, directors, management-level employees, counsel, accountants, advisors, representatives and agents (collectively, “Representatives”) reasonable access, upon reasonable prior notice and subject during normal business hours, to applicable Laws the officers, employees, properties, offices and other facilities, and to the contracts, Business Records and other documents and data relating to the exchange of informationBusiness that Purchaser, it shall afford through its Representatives, may from time to time reasonably request and shall cause its Subsidiaries to afford furnish Purchaser and Purchaser’s such Representatives (including its lenders all relevant financial, operating and its counsel) such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns other data and work papers of independent auditors), Real Property and personnel of the Company and its Subsidiaries to such other information relating to the Company as Purchaser may reasonably request and, during such period, it shall furnish promptly to Purchaser all information concerning Acquired Companies in the business, Real Property and personnel possession or control of the Company Acquired Companies which Purchaser, through its Representatives, may from time to time reasonably request, in each case, in a manner so as Purchaser may reasonably request and shall instruct its Representatives to cooperate not interfere with Purchaser in its investigation the normal business operations of the business of Acquired Companies. Notwithstanding the Company; providedforegoing, however, that no investigation of the Company’s business Acquired Companies shall affect not be required to disclose any representation information where disclosure would jeopardize any attorney-client privilege or warranty given by the Company hereundercontravene any Applicable Law. (b) The Company agrees Purchaser acknowledges that, during the period from the date hereof continuing until the Closing or termination of this Agreement under ARTICLE VII, the information provided to provide and to cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to provide, all necessary cooperation reasonably requested it by Purchaser the Sellers or the Acquired Companies in connection with the arrangement and the negotiation of agreements with respect this Agreement shall be subject to the Financing (terms and any substitutions, replacements or refinancing thereof). Such cooperation will include (i) to the extent reasonably requested, the making available to Purchaser, the lenders providing the Financing and their respective representatives of personnel, documents, financial and operational data and other information conditions of the Company Confidentiality Agreement applicable to “Confidential Information” (as defined in the Confidentiality Agreement) as if the Confidentiality Agreement did not terminate upon the execution of this Agreement and its Subsidiaries relating to their respective operations, (ii) requiring continued in effect through the senior management earlier of the Company to participate in meetings Closing or the termination of this Agreement under ARTICLE VII, and due diligence sessions in connection with the Financing, (iii) requiring the Company’s accountants to provide their reasonable cooperation in connection with the Financing, (iv) executing such terms and delivering documentation in connection with the release of Liens on any conditions of the assets of the Company and its Subsidiaries or other requested certificates, documents or financial information and (v) providing all assistance necessary to create Liens on any of the assets of the Company and its Subsidiaries that may required in connection with the Financing, which Liens will be effective at the Effective TimeConfidentiality Agreement are incorporated herein. (c) All information furnished During the seven year period following the Closing Date, to either party by the other party pursuant to this Agreement shall be subject to, and such receiving party shall hold all such extent necessary in light of any information in confidence the possession of a Seller (and not in accordance the possession of the Company) that relates to the Acquired Companies or such Seller’s ownership interest in the Company, each Seller will afford promptly to Purchaser and its Representatives reasonable access to its books and records, information, employees and auditors to the extent reasonably necessary or useful for Purchaser in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Acquired Companies; provided that any such access by Purchaser shall not unreasonably interfere with the provisions conduct of the Confidentiality Agreementbusiness of such Seller. Purchaser shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, dated as of June 3but excluding reimbursement for general overhead, 2004 between Purchaser salaries and employee benefits) reasonably incurred in connection with the Company (the “Confidentiality Agreement”)foregoing.