Common use of Access to Properties and Records Clause in Contracts

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof, CUB shall permit PC Bancorp and PCB reasonable access upon reasonable notice and during normal business hours to its properties, and shall disclose and make available to PC Bancorp and PCB during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB may have a reasonable interest; provided, however, that CUB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB shall provide and shall request its auditors to provide PC Bancorp and PCB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB may reasonably request. PC Bancorp and PCB shall use commercially reasonable efforts to minimize any interference with CUB’s regular business operations during any such access to CUB’s property, books and records. PC Bancorp’s and PCB’s examination of the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respect.

Access to Properties and Records. 7.3.1 6.3.1 Subject to Section 13.1 hereof, CUB FENB shall permit PC Bancorp CUNB and PCB CUB reasonable access upon reasonable notice and during normal business hours to its propertiesproperties and those of FENB, and shall disclose and make available to PC Bancorp CUNB and PCB CUB during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax records, minute books of directorsBoard of Directors’ meetings reasonably requested by CUNB or CUB (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB FENB reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB CUNB or CUB may have a reasonable interest; provided, however, that CUB FENB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB FENB shall provide and shall request its auditors to provide PC Bancorp and PCB CUNB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB CUNB may reasonably request. PC Bancorp CUNB and PCB CUB shall use commercially reasonable efforts to minimize any interference with CUBFENB’s regular business operations during any such access to CUBFENB’s property, books and records. PC BancorpCUNB’s and PCBCUB’s examination of the records of CUB FENB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB CUNB or CUB to rely upon the representations and warranties made by CU Bancorp and CUB FENB herein or pursuant hereto; provided, that PC Bancorp CUNB and PCB CUB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB FENB hereunder incorrect in any respect.

Access to Properties and Records. 7.3.1 6.3.1 Subject to Section 13.1 hereof, CUB PC Bancorp shall permit PC Bancorp and PCB CUB reasonable access upon reasonable notice and during normal business hours to its propertiesproperties and those of PCB, and shall disclose and make available to PC Bancorp and PCB CUB during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB PC Bancorp reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB CUB may have a reasonable interest; provided, however, that CUB PC Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB PC Bancorp shall provide and shall request its auditors to provide PC Bancorp and PCB CUB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB CUB may reasonably request. PC Bancorp and PCB CUB shall use commercially reasonable efforts to minimize any interference with CUBPC Bancorp’s and PCB’s regular business operations during any such access to CUBPC Bancorp’s or PCB’s property, books and records. PC Bancorp’s and PCBCUB’s examination of the records of CUB PC Bancorp and PCB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB CUB to rely upon the representations and warranties made by CU PC Bancorp and CUB PCB herein or pursuant hereto; provided, that PC Bancorp and PCB CUB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU PC Bancorp and CUB PCB hereunder incorrect in any respect.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof11.1, CUB Beacon Federal shall permit PC Bancorp and PCB reasonable BHLB access upon reasonable notice and during normal business hours at reasonable times to its propertiesproperties and those of the Beacon Federal Subsidiaries, and shall disclose and make available to PC Bancorp and PCB BHLB during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB that Beacon Federal reasonably determines should be treated as kept confidential) and shareholders’ meetings), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB BHLB may have a reasonable interest; provided, however, that CUB Beacon Federal shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in Beacon Federal’s reasonable judgment, would interfere with the normal conduct of Beacon Federal’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB Beacon Federal shall provide and shall request its auditors to provide PC Bancorp and PCB BHLB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB BHLB may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB BHLB shall use commercially reasonable efforts to minimize any interference with CUBBeacon Federal’s regular business operations during any such access to CUBBeacon Federal’s property, books and records. PC BancorpBeacon Federal and each Beacon Federal Subsidiary shall permit BHLB, at BHLB’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by Beacon Federal or any Beacon Federal Subsidiary and PCB’s examination (ii) cause an appraisal to be performed in respect of the records of CUB pursuant hereto, shall not constitute a waiver any real property owned by Beacon Federal or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectBeacon Federal Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB LIFC shall permit PC Bancorp and PCB NYB reasonable access upon reasonable notice and during normal business hours to its propertiesproperties and those of the LIFC Subsidiaries, and shall disclose and make available to PC Bancorp and PCB NYB during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB LIFC reasonably determines should be treated as confidential) and shareholders’ stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB NYB may have a reasonable interest; provided, however, that CUB LIFC shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB LIFC shall provide and shall request its auditors to provide PC Bancorp and PCB NYB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB NYB may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB NYB shall use commercially reasonable best efforts to minimize any interference with CUB’s LIFC's regular business operations during any such access to CUB’s LIFC's property, books and records. PC Bancorp’s LIFC and PCB’s examination of the records of CUB pursuant heretoeach LIFC Subsidiary shall permit NYB, shall not constitute at its expense, to cause a waiver "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made occupied by CU Bancorp and CUB herein LIFC or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectLIFC Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB WCBI shall permit PC Bancorp and PCB PBI reasonable access upon reasonable notice and during normal business hours to its propertiesproperties and those of the WCBI Subsidiaries, and shall disclose and make available to PC Bancorp and PCB PBI during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB WCBI reasonably determines should be treated as confidential) and shareholders’ stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB PBI may have a reasonable interest; provided, however, that CUB WCBI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in WCBI's reasonable judgment, would interfere with the normal conduct of WCBI's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB WCBI shall provide and shall request its auditors to provide PC Bancorp and PCB PBI with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB PBI may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB PBI shall use commercially reasonable efforts to minimize any interference with CUB’s WCBI's regular business operations during any such access to CUB’s WCBI's property, books and records. PC Bancorp’s WCBI and PCB’s examination of each WCBI Subsidiary shall permit PBI, at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or, to the records of CUB pursuant heretoextent permitted under the applicable lease agreement, shall not constitute a waiver occupied by WCBI or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectWCBI Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB FSSB shall permit PC Bancorp and PCB reasonable IBT access upon reasonable notice and during normal business hours to its propertiesproperties and those of the FSSB Subsidiaries, and shall disclose and make available to PC Bancorp and PCB IBT to the extent permitted by applicable law during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB FSSB reasonably determines should be treated as confidentialconfidential or privileged) and shareholders’ ' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation filesfiles (to the extent not resulting in waiver of attorney-client privilege), plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB IBT may have a reasonable interest; provided, however, that CUB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB FSSB shall provide and shall request its auditors to provide PC Bancorp and PCB IBT with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp IBT may request for securities disclosure purposes. FSSB and PCB may reasonably requesteach FSSB Subsidiary shall permit, upon reasonable notice, IBT at its own expense to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by FSSB or any FSSB Subsidiary. PC Bancorp IBT shall indemnify and PCB shall use commercially reasonable efforts hold harmless FSSB for any claim, suit, liability, cost, expense or damages whatsoever arising out of or related to minimize such environmental audits or any interference with CUB’s regular business operations during any such access to CUB’s property, books and records. PC Bancorp’s and PCB’s examination of the records of CUB pursuant hereto, shall not constitute a waiver other inspection or relinquishment due diligence activity conducted on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectFSSB's premises.

Access to Properties and Records. 7.3.1 Subject In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject to Section 13.1 12.1 hereof, CUB Synergy shall permit PC Bancorp NYB and PCB its officers, employees, counsel, accountants and other authorized representatives, reasonable access access, upon reasonable notice and during normal business hours throughout the period before the Effective Time, to its propertiesresources, personnel and properties and those of the Synergy Subsidiaries, and shall disclose and make available to PC Bancorp NYB and PCB its officers, employees, counsel, accountants and other authorized representatives during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement Agreement, any Acquisition Proposal or any other subject matter CUB Synergy reasonably determines should be treated as confidential) and shareholders’ stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB NYB may have a reasonable interest; provided, however, that CUB Synergy shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person Person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB Synergy shall upon NYB's reasonable request provide NYB with access to Synergy's records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB's efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy's system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy shall provide and shall request its auditors to provide PC Bancorp and PCB NYB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB NYB may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB NYB shall use commercially reasonable best efforts to minimize any interference with CUB’s Synergy's regular business operations during any such access to CUB’s Synergy's property, books and records. PC Bancorp’s Synergy and PCB’s examination of the records of CUB pursuant heretoeach Synergy Subsidiary shall permit NYB, shall not constitute at NYB's expense, to cause a waiver "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made occupied by CU Bancorp and CUB herein Synergy or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectSynergy Subsidiary.

Access to Properties and Records. 7.3.1 Subject In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject to Section 13.1 12.1 hereof, CUB PennFed shall permit PC Bancorp NYB and PCB its officers, employees, counsel, accountants and other authorized representatives, reasonable access access, upon reasonable notice and during normal business hours throughout the period before the Effective Time, to its propertiesresources, personnel and properties and those of the PennFed Subsidiaries, and shall disclose and make available to PC Bancorp NYB and PCB its officers, employees, counsel, accountants and other authorized representatives during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB PennFed reasonably determines should be treated as confidential) and shareholdersstockholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB NYB may have a reasonable interest; provided, however, that CUB PennFed shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person Person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB PennFed shall provide and shall request its auditors to provide PC Bancorp and PCB NYB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB NYB may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB NYB shall use commercially reasonable best efforts to minimize any interference with CUBPennFed’s regular business operations during any such access to CUBPennFed’s property, books and records. PC Bancorp’s PennFed and PCB’s examination of the records of CUB pursuant heretoeach PennFed Subsidiary shall permit NYB, shall not constitute at its expense, to cause a waiver “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made occupied by CU Bancorp and CUB herein PennFed or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectPennFed Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof12.1, CUB MFI shall permit PC Brookline Bancorp and PCB reasonable access upon reasonable notice and during normal business hours to its propertiesproperties and those of the MFI Subsidiaries, and shall disclose and make available to PC Brookline Bancorp and PCB during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB MFI reasonably determines should be treated as confidential) and shareholders’ stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Brookline Bancorp and PCB may have a reasonable interest; provided, however, that CUB MFI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in MFI's reasonable judgment, would interfere with the normal conduct of MFI's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver 51 by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB MFI shall provide and shall request its auditors to provide PC Brookline Bancorp and PCB with such historical financial information regarding it (and related audit reports and consents) as PC Brookline Bancorp and PCB may reasonably requestrequest for Securities Law disclosure purposes. PC Brookline Bancorp and PCB shall use commercially reasonable efforts to minimize any interference with CUB’s MFI's regular business operations during any such access to CUB’s MFI's property, books and records. PC MFI and each MFI Subsidiary shall permit Brookline Bancorp’s , at Brookline Bancorp's expense, to cause a "phase I environmental audit" and PCB’s examination of a "phase II environmental audit" to be performed at any physical location owned or, to the records of CUB pursuant heretoextent permitted under the applicable lease agreement, shall not constitute a waiver occupied by MFI or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectMFI Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB FSSB shall permit PC Bancorp and PCB reasonable Farmers or a designated Farmers Entity access upon reasonable notice and during normal business hours to its propertiesproperties and those of the FSSB Subsidiaries, and shall disclose and make available to PC Bancorp and PCB Farmers or a designated Farmers Entity to the extent permitted by applicable law during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB FSSB reasonably determines should be treated as confidentialconfidential or privileged) and shareholders’ ' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation filesfiles (to the extent not resulting in waiver of attorney-client privilege), plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB Farmers may have a reasonable interest; provided, however, that CUB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB FSSB shall provide and shall request its auditors to provide PC Bancorp and PCB Farmers or a designated Farmers Entity with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp Farmers or a designated Farmers Entity may request for securities disclosure purposes. FSSB and PCB may reasonably requesteach FSSB Subsidiary shall permit, upon reasonable notice, Farmers or a designated Farmers Entity at its own expense to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by FSSB or any FSSB Subsidiary. PC Bancorp Farmers shall indemnify and PCB shall use commercially reasonable efforts hold harmless FSSB for any claim, suit, liability, cost, expense or damages whatsoever arising out of or related to minimize such environmental audits or any interference with CUB’s regular business operations during any such access to CUB’s property, books and records. PC Bancorp’s and PCB’s examination of the records of CUB pursuant hereto, shall not constitute a waiver other inspection or relinquishment due diligence activity conducted on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectFSSB's premises.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 11.01 hereof, CUB Target shall permit PC Investors Bancorp and PCB reasonable access upon reasonable notice and during normal business hours upon reasonable notice to its propertiesproperties and those of the Target Subsidiaries, and shall disclose and make available to PC Investors Bancorp and PCB during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB Target reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Investors Bancorp and PCB may have a reasonable interest; provided, however, that CUB Target shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate applicable law or violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB Target shall provide and shall request its auditors to provide PC Investors Bancorp and PCB (subject to Investors Bancorp entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as PC Investors Bancorp and PCB may reasonably requestrequest for securities disclosure purposes. PC Investors Bancorp and PCB shall use commercially reasonable efforts to minimize any interference with CUBTarget’s regular business operations during any such access to CUBTarget’s property, books and records. PC Target shall permit Investors Bancorp, at its expense, to cause a “phase I environmental audit” to be performed at each Branch owned by Target Bank at any time prior to the Closing Date. Investors Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Target’s operation of its business, and PCBInvestors Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. Investors Bancorp shall be required to restore each Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any restoration and clean up, shall be borne solely by Investors Bancorp. Notwithstanding anything to the contrary contained in this Section 5.03, in no event shall Investors Bancorp have access to any information that, based on advice of Target’s examination 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 Target with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Investors Bancorp, Target 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; it being understood that Investors Bancorp shall not conduct any environmental sampling without the prior written consent of Target, which consent may be withheld in Target’s discretion. All requests made pursuant to this Section 5.03 shall be directed to an executive officer of Target or such Person or Persons as may be designated by Target. All information received pursuant to this Section 5.03 shall be governed by the terms of the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectConfidentiality Agreement.

Access to Properties and Records. 7.3.1 (a) Subject to Section 13.1 11.01 hereof, CUB FS Bancorp shall permit PC ESSA Bancorp and PCB reasonable access upon reasonable notice and during normal business hours upon reasonable notice to its propertiesproperties and those of the FS Bancorp Subsidiaries, and shall disclose and make available to PC ESSA Bancorp and PCB during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB FS Bancorp reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any all other business activities or prospects in which PC ESSA Bancorp and PCB may have a reasonable interest; provided, however, that CUB FS Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate applicable law or violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB FS Bancorp shall provide and shall request its auditors to provide PC ESSA Bancorp and PCB (subject to ESSA Bancorp entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as PC ESSA Bancorp and PCB may reasonably requestrequest for securities disclosure purposes. PC ESSA Bancorp and PCB shall use commercially reasonable efforts to minimize any interference with CUBFS Bancorp’s regular business operations during any such access to CUBFS Bancorp’s property, books and records. PC Bancorp’s and PCB’s examination of the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respect.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof12.1, CUB FCB shall permit PC Bancorp and PCB reasonable Fidelity Bankshares access upon reasonable notice and during normal business hours to its propertiesproperties and those of the FCB Subsidiaries, and shall disclose and make available to PC Bancorp and PCB Fidelity Bankshares during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB FCB reasonably determines should be treated as confidential) and shareholders’ stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB Fidelity Bankshares may have a reasonable interest; provided, however, that CUB FCB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in FCB's reasonable judgment, would interfere with the normal conduct of FCB's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB FCB shall provide and shall request its auditors to provide PC Bancorp and PCB Fidelity Bankshares with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB Fidelity Bankshares may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB Fidelity Bankshares shall use commercially reasonable efforts to minimize any interference with CUB’s FCB's regular business operations during any such access to CUB’s FCB's property, books and records. PC Bancorp’s FCB and PCB’s examination of each FCB Subsidiary shall permit Fidelity Bankshares, at Fidelity Bankshares' expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or, to the records of CUB pursuant heretoextent permitted under the applicable lease agreement, shall not constitute a waiver occupied by FCB or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectFCB Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB GCFC shall permit PC Bancorp and PCB reasonable IBT or a designated IBT Subsidiary access upon reasonable notice and during normal business hours to its propertiesproperties and those of the GCFC Subsidiaries, and shall disclose and make available to PC Bancorp and PCB IBT or a designated IBT Subsidiary to the extent permitted by applicable law during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB GCFC reasonably determines should be treated as confidentialconfidential or privileged) and shareholders’ ' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation filesfiles (to the extent not resulting in waiver of attorney-client privilege), plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB IBT may have a reasonable interest; provided, however, that CUB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB GCFC shall provide and shall request its auditors to provide PC Bancorp and PCB IBT with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp IBT may request for securities disclosure purposes. GCFC and PCB may reasonably requesteach GCFC Subsidiary shall permit, upon reasonable notice, IBT at its own expense to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by GCFC or any GCFC Subsidiary. PC Bancorp IBT shall indemnify and PCB shall use commercially reasonable efforts hold harmless GCFC for any claim, suit, liability, cost, expense or damages whatsoever arising out of or related to minimize such environmental audits or any interference with CUB’s regular business operations during any such access to CUB’s property, books and records. PC Bancorp’s and PCB’s examination of the records of CUB pursuant hereto, shall not constitute a waiver other inspection or relinquishment due diligence activity conducted on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectGCFC's premises.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof11.1, CUB Commerce shall permit PC Bancorp and PCB reasonable BHLB access upon reasonable notice and during normal business hours at reasonable times to its propertiesproperties and those of the Commerce Subsidiaries, and shall disclose and make available to PC Bancorp and PCB BHLB during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ and stockholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB that Commerce reasonably determines should be treated as kept confidential) and shareholders’ meetings), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB BHLB may have a reasonable interest; provided, however, that CUB Commerce shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in Commerce’s reasonable judgment, would interfere with the normal conduct of Commerce’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB Commerce shall provide and shall request its auditors to provide PC Bancorp and PCB BHLB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB BHLB may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB BHLB shall use commercially reasonable efforts to minimize any interference with CUBCommerce’s regular business operations during any such access to CUBCommerce’s property, books and records. PC BancorpCommerce and each Commerce Subsidiary shall permit BHLB, at BHLB’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by Commerce or any Commerce Subsidiary and PCB’s examination (ii) cause an appraisal to be performed in respect of the records of CUB pursuant hereto, shall not constitute a waiver any real property owned by Commerce or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectCommerce Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB MCBI shall permit PC Bancorp and PCB BMBC reasonable access upon reasonable notice and during normal business hours upon reasonable notice to its propertiesproperties and those of the MCBI Subsidiaries, and shall disclose and make available to PC Bancorp and PCB BMBC during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB reasonably MCBI determines based on the advice of legal counsel should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB BMBC may have a reasonable interest; provided, however, that CUB MCBI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or that is otherwise prohibited by law or contractual agreement. CUB MCBI shall provide and shall request its auditors to provide PC Bancorp and PCB BMBC with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB BMBC may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB BMBC shall use commercially reasonable efforts to minimize any interference with CUBMCBI’s regular business operations during any such access to CUBMCBI’s property, books and records. PC BancorpMCBI shall permit BMBC, at its expense, to cause a Phase I and any Phase II Environmental Site Assessment (“Phase II”) recommended therein to be performed at each MCBI Real Property at any time prior to the Closing Date. BMBC and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with MCBI’s operation of its business, and PCB’s examination of the records of CUB pursuant heretoBMBC shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. BMBC shall be required to restore each MCBI Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall not constitute be borne solely by BMBC. BMBC hereby agrees to indemnify, defend and hold MCBI harmless from and against any cost, expense, charge, lien, action or judgment, as well as any claim of a waiver right to any such cost, expense, charge, lien, action or relinquishment on judgment arising from any act or omission of BMBC, BMBC’s agents or contractors, or any services, labor, supplies or materials provided or performed by surveyors, engineers, architects and others hired by BMBC to make the part inspections and tests, and from and against any personal injury and property damage caused by the act or neglect of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein BMBC or pursuant hereto; providedany of its agents, that PC Bancorp and PCB shall disclose or independent contractors in connection with any fact Phase I or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectPhase II.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof12.1, CUB MFI shall permit PC Brookline Bancorp and PCB reasonable access upon reasonable notice and during normal business hours to its propertiesproperties and those of the MFI Subsidiaries, and shall disclose and make available to PC Brookline Bancorp and PCB during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB MFI reasonably determines should be treated as confidential) and shareholders’ stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Brookline Bancorp and PCB may have a reasonable interest; provided, however, that CUB MFI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in MFI's reasonable judgment, would interfere with the normal conduct of MFI's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB MFI shall provide and shall request its auditors to provide PC Brookline Bancorp and PCB with such historical financial information regarding it (and related audit reports and consents) as PC Brookline Bancorp and PCB may reasonably requestrequest for Securities Law disclosure purposes. PC Brookline Bancorp and PCB shall use commercially reasonable efforts to minimize any interference with CUB’s MFI's regular business operations during any such access to CUB’s MFI's property, books and records. PC MFI and each MFI Subsidiary shall permit Brookline Bancorp’s , at Brookline Bancorp's expense, to cause a "phase I environmental audit" and PCB’s examination of a "phase II environmental audit" to be performed at any physical location owned or, to the records of CUB pursuant heretoextent permitted under the applicable lease agreement, shall not constitute a waiver occupied by MFI or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectMFI Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof12.1, CUB CNB shall permit PC Bancorp and PCB reasonable NBT access upon reasonable notice and during normal business hours to its propertiesproperties and those of the CNB Subsidiaries, and shall disclose and make available to PC Bancorp and PCB NBT during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB CNB reasonably determines should be treated as confidential) and shareholders’ ' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB NBT may have a reasonable interest; provided, however, that CUB CNB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in CNB's reasonable judgment, would interfere with the normal conduct of CNB's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB CNB shall provide and shall request its auditors to provide PC Bancorp and PCB NBT with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB NBT may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB NBT shall use commercially reasonable efforts to minimize any interference with CUB’s CNB's regular business operations during any such access to CUB’s CNB's property, books and records. PC Bancorp’s CNB and PCB’s examination of each CNB Subsidiary shall permit NBT, at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by CNB or any CNB Subsidiary. If NBT causes a "phase I environmental audit" or a "phase II environmental audit" to be performed, then NBT agrees to use all commercially reasonable efforts to cause any such audit to be completed as soon as reasonably practicable after commencement and to restore the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB property to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectits original condition after completion.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB FLBC shall permit PC Bancorp and PCB First Niagara Financial reasonable access upon reasonable notice and during normal business hours to its propertiesproperties and those of the FLBC Subsidiaries, and shall disclose and make available to PC Bancorp and PCB First Niagara Financial during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB reasonably determines should be treated as confidentialstrategic alternatives) and shareholders’ stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB First Niagara Financial may have a reasonable interest; provided, however, that CUB FLBC shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB FLBC shall provide and shall request its auditors to provide PC Bancorp and PCB First Niagara Financial with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB First Niagara Financial may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB First Niagara Financial shall use commercially reasonable efforts to minimize any interference with CUB’s FLBC's regular business operations during any such access to CUB’s FLBC's property, books and records. PC Bancorp’s FLBC and PCB’s examination of the records of CUB pursuant heretoeach FLBC Subsidiary shall permit First Niagara Financial, shall not constitute at its expense, to cause a waiver "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made occupied by CU Bancorp and CUB herein FLBC or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectFLBC Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB RBPI shall permit PC Bancorp and PCB BMBC reasonable access upon reasonable notice and during normal business hours upon reasonable notice to its propertiesproperties and those of the RBPI Subsidiaries, and shall disclose and make available to PC Bancorp and PCB BMBC during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB RBPI reasonably determines based on the advice of legal counsel should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entity, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB BMBC may have a reasonable interest; provided, however, that CUB RBPI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or that is otherwise prohibited by Law. CUB RBPI shall provide and shall request its auditors to provide PC Bancorp and PCB BMBC with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB BMBC may reasonably requestrequest for securities disclosure. PC Bancorp and PCB BMBC shall use commercially reasonable efforts to minimize any interference with CUBRBPI’s regular business operations during any such access to CUBRBPI’s property, books and records. PC BancorpRBPI shall permit BMBC, at BMBC’s expense, to cause a Phase I and PCB’s examination of the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB any Phase II recommended therein to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant heretobe performed at each RBPI Real Property; provided, however: (i) that PC Bancorp BMBC shall have the right to conduct a Phase II only to the extent that RBPI has a right of access to the RBPI Real Property sufficient to grant BMBC the right to perform such Phase II activities; provided that RBPI shall use commercially reasonable efforts to obtain such right of access; and PCB (ii) prior to the Closing Date only to the extent that a Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of either a “Historical Recognized Environmental Condition” or a “Recognized Environmental Condition” (as such terms are defined by the ASTM Standard E1527‑13) that was discovered in the Phase I. Any such Phase I shall disclose be commenced within thirty (30) days after the date of this Agreement and any fact such Phase II, to the extent permitted by the provisions hereof to be conducted prior to Closing, recommended to be performed by any such Phase I shall be commenced within thirty (30) days of the Phase I report recommending such Phase II. BMBC shall use commercially reasonable efforts to cause any such Phase I conducted to be completed within thirty (30) days of the date of commencement thereof, but in no event more than sixty (60) days after the date of commencement thereof. In the event BMBC elects to commence any Phase II, to the extent permitted pursuant to the provisions of this Section 6.3 to be conducted prior to Closing, BMBC shall use commercially reasonable efforts to have any such Phase II completed within forty‑five (45) days of the commencement thereof, but in no event more than sixty (60) days after the date of commencement thereof. BMBC and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or circumstance it may discover which it believes renders minimize to the greatest extent possible interference with RBPI’s operation of its business, and BMBC shall maintain or cause to be maintained reasonably adequate insurance with respect to any representation assessment conducted hereunder. BMBC shall be required to restore each RBPI Real Property to substantially its pre‑assessment condition. All costs and expenses incurred in connection with any Phase I or warranty made Phase II and any post‑assessment restoration or an assessed property substantially to its pre‑assessment condition, shall be borne solely by CU Bancorp and CUB hereunder incorrect in any respectBMBC.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB prior to the earlier of the termination of this Agreement or the Closing Date, GCB shall permit PC Bancorp and PCB OFC reasonable access upon reasonable notice and during normal business hours to its propertiesproperties and those of the GCB Subsidiaries, and shall disclose and make available to PC Bancorp and PCB OFC during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB GCB reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB OFC may have a reasonable interest; provided, however, that CUB GCB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person person, would violate any law or any agreement to which GCB or any GCB Subsidiary is bound, or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB GCB shall provide and shall request its auditors to provide PC Bancorp and PCB OFC with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB OFC may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB OFC shall use commercially reasonable efforts to minimize any interference with CUBGCB’s regular business operations during any such access to CUBGCB’s property, books and records. PC Bancorp’s GCB and PCB’s examination of each GCB Subsidiary shall permit OFC, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by GCB or any GCB Subsidiary. In the records of CUB pursuant heretoevent any subsurface or phase II site assessments are conducted, OFC shall not constitute a waiver indemnify GCB and its Subsidiaries for all costs and expenses associated with returning the property to its previous condition or relinquishment on the part of PC Bancorp and PCB otherwise resulting or relating to rely upon the representations and warranties made by CU Bancorp and CUB herein any such investigation or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectassessments.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof12.1, CUB CBT shall permit PC Bancorp and PCB reasonable BHLB or Berkshire Bank access upon reasonable notice and during normal business hours at reasonable times to its properties, and shall disclose and make available to PC Bancorp and PCB BHLB or Berkshire Bank during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB that CBT reasonably determines should be treated as kept confidential) and shareholders’ meetings), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB BHLB may have a reasonable interest; provided, however, that CUB CBT shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in CBT’s reasonable judgment, would interfere with the normal conduct of CBT’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB CBT shall provide and shall request its auditors to provide PC Bancorp and PCB BHLB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB BHLB may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB BHLB shall use commercially reasonable efforts to minimize any interference with CUBCBT’s regular business operations during any such access to CUBCBT’s property, books and records. PC BancorpCBT shall permit BHLB, at BHLB’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by CBT and PCB’s examination (ii) cause an appraisal to be performed in respect of the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made any real property owned by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectCBT.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB First Star shall permit PC Bancorp and PCB ESSA reasonable access upon reasonable notice and during normal business hours upon reasonable notice to its propertiesproperties and those of the First Star Subsidiaries, and shall disclose and make available to PC Bancorp and PCB ESSA during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB First Star reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB ESSA may have a reasonable interest; provided, however, that CUB First Star shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB First Star shall provide and shall request its auditors to provide PC Bancorp and PCB ESSA with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB ESSA may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB ESSA shall use commercially reasonable efforts to minimize any interference with CUBFirst Star’s regular business operations during any such access to CUBFirst Star’s property, books and records. PC Bancorp’s First Star shall permit ESSA, at its expense, to cause a “Phase I Environmental Site Assessment” (“Phase I ESA”) in conformance with American Society for Testing materials “ASTM”) Standard 1527-05 (as amended) to be performed at each Branch at any time prior to the Closing Date, and PCB’s examination to the extent such Phase I ESA recommends performance of a Phase II Environmental Site Assessment (the records “Phase II”) prior to the Closing only to the extent that the Phase II is within the scope of CUB additional testing recommended by the Phase I ESA to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by the ASTM) that was discovered in the Phase I ESA and provided that as to any Phase II performed at a Branch which FSB leases, the landlord pursuant heretoto the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. FSB will use its commercially reasonable efforts (at no cost to FSB) to obtain such landlord consent. Prior to performing any Phase II, shall not constitute ESSA will provide First Star with a waiver copy of its proposed work plan and ESSA will cooperate in good faith with First Star to address any comments or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties suggestions made by CU Bancorp First Star regarding the work plan. ESSA and CUB herein its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or pursuant hereto; providedminimize to the greatest extent possible interference with First Star’s operation of its business, that PC Bancorp and PCB ESSA shall disclose maintain or cause to be maintained reasonably adequate insurance with respect to any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectassessment conducted hereunder. ESSA shall be required to restore each property to substantially its pre-assessment condition.

Access to Properties and Records. 7.3.1 (a) Subject to Section 13.1 11.01 hereof, CUB EN Bancorp shall permit PC ESSA Bancorp and PCB reasonable access upon reasonable notice and during normal business hours upon reasonable notice to its propertiesproperties and those of the EN Bancorp Subsidiaries, and shall disclose and make available to PC ESSA Bancorp and PCB during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB EN Bancorp reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any all other business activities or prospects in which PC ESSA Bancorp and PCB may have a reasonable interest; provided, however, that CUB EN Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate applicable law or violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB EN Bancorp shall provide and shall request its auditors to provide PC ESSA Bancorp and PCB (subject to ESSA Bancorp entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as PC ESSA Bancorp and PCB may reasonably requestrequest for securities disclosure purposes. PC ESSA Bancorp and PCB shall use commercially reasonable efforts to minimize any interference with CUBEN Bancorp’s regular business operations during any such access to CUBEN Bancorp’s property, books and records. PC Bancorp’s EN Bancorp reserves the right to have one or more of its representatives present and PCB’s examination accompany the representatives of the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC ESSA Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose during any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectsuch access.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof11.1, CUB SWNB shall permit PC Bancorp and PCB reasonable Hanmi access upon reasonable notice and during normal business hours at reasonable times to its propertiesproperties and those of the SWNB Subsidiaries, and shall disclose and make available to PC Bancorp and PCB Hanmi during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ and stockholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB that SWNB reasonably determines should be treated as kept confidential) and shareholders’ meetings), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB Hanmi may have a reasonable interest; provided, however, that CUB SWNB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in SWNB’s reasonable judgment, would interfere with the normal conduct of SWNB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB SWNB shall provide and shall request its auditors to provide PC Bancorp and PCB Hanmi with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB Hanmi may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB Hanmi shall use commercially reasonable efforts to minimize any interference with CUBSWNB’s regular business operations during any such access to CUBSWNB’s property, books and records. PC BancorpSWNB and each SWNB Subsidiary shall permit Hanmi, at Hanmi’s expense, to (i) cause a Phase I or Phase II environmental assessment to be performed at any physical location owned or occupied by SWNB or any SWNB Subsidiary and PCB’s examination (ii) cause an appraisal to be performed in respect of the records of CUB pursuant hereto, any real property owned by SWNB or any SWNB Subsidiary. Hanmi shall not constitute a waiver or relinquishment on the part of PC Bancorp indemnify SWNB and PCB its Subsidiaries for all costs and expenses associated with returning any physical location to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectits previous condition.

Access to Properties and Records. 7.3.1 Subject In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 13.1 hereof12.1 hereof and subject to applicable laws relating to exchange of information, CUB NHSB shall permit PC Bancorp Alliance and PCB reasonable access its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice and during normal business hours notice, to its propertiespersonnel and properties and those of the NHSB Subsidiaries, and shall disclose and make available to PC Bancorp and PCB Alliance during normal business hours throughout the period prior to the Effective Time all of its the books, papers and records of NHSB or any NHSB Subsidiary relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the Back to Contents general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB reasonably determines should be treated as confidentialstrategic alternatives) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB NHSB may have a reasonable interest; provided, however, that CUB NHSB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB In addition, NHSB and the NHSB subsidiaries shall not be required to disclose any analysis, minutes, or other materials pertaining to the financial or other evaluation or discussion of this Agreement, or the transactions contemplated hereunder or any third party proposal to acquire a controlling interest in NHSB. NHSB shall provide and shall request its auditors to provide PC Bancorp and PCB Alliance with such historical financial information regarding it NHSB and any NHSB Subsidiary (and related audit reports and consents) as PC Bancorp and PCB Alliance may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB Alliance shall use commercially reasonable efforts to minimize any interference with CUBNHSB’s and any NHSB Subsidiary’s regular business operations during any such access to CUBNHSB’s or any NHSB Subsidiary’s personnel, property, books and or records. PC BancorpNHSB and its Subsidiaries shall permit Alliance, at Alliance’s expense, to cause so-called “Phase I Environmental Site Assessments” and/or “Phase II Environmental Site Assessments” to be performed at any physical location owned or operated by NHSB or any NHSB Subsidiary and, to the extent NHSB or the applicable NHSB Subsidiary has the contractual right to do so, at any Loan Property or Participation Facility. Alliance agrees to indemnify and PCB’s examination hold harmless, NHSB, each NHSB Subsidiary, and any landlord or other persons with an interest in the real property, from and against any damages, claims, losses or expenses of the records of CUB pursuant heretoany kind, shall not constitute a waiver including reasonable attorneys fees, pertaining to or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made arising from any entry onto, or any assessments or other studies undertaken by CU Bancorp and CUB herein or pursuant hereto; providedAlliance with respect to, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectsuch real property under this Section.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof11.1, CUB First West Virginia shall permit PC Bancorp and PCB reasonable CB access upon reasonable notice and during normal business hours at reasonable times to its propertiesproperties and those of the First West Virginia Subsidiaries, and shall disclose and make available to PC Bancorp and PCB CB during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ and stockholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB that First West Virginia reasonably determines should be treated as kept confidential) and shareholders’ meetings), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB CB may have a reasonable interest; provided, however, that CUB First West Virginia shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in First West Virginia’s reasonable judgment, would interfere with the normal conduct of First West Virginia’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB First West Virginia shall provide and shall request its auditors to provide PC Bancorp and PCB CB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB CB may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB CB shall use commercially reasonable efforts to minimize any interference with CUBFirst West Virginia’s regular business operations during any such access to CUBFirst West Virginia’s property, books and records. PC BancorpFirst West Virginia and each First West Virginia Subsidiary shall permit CB, at CB’s expense, to (i) cause a Phase I or Phase II environmental assessment to be performed at any physical location owned or occupied by First West Virginia or any First West Virginia Subsidiary and PCB’s examination (ii) cause an appraisal to be performed in respect of the records of CUB pursuant hereto, any real property owned by First West Virginia or any First West Virginia Subsidiary. CB shall not constitute a waiver or relinquishment on the part of PC Bancorp indemnify First West Virginia and PCB its Subsidiaries for all costs and expenses associated with returning any physical location to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectits previous condition.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof11.1, CUB FCB shall permit PC Bancorp and PCB reasonable BHLB access upon reasonable notice and during normal business hours at reasonable times to its propertiesproperties and those of the FCB Subsidiaries, and shall disclose and make available to PC Bancorp and PCB BHLB during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB that FCB reasonably determines should be treated as kept confidential) and shareholders’ meetings), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB BHLB may have a reasonable interest; provided, however, that CUB FCB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in FCB’s reasonable judgment, would interfere with the normal conduct of FCB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB FCB shall provide and shall request its auditors to provide PC Bancorp and PCB BHLB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB BHLB may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB BHLB shall use commercially reasonable efforts to minimize any interference with CUBFCB’s and FCB Subsidiaries’ regular business operations during any such access to CUBFCB’s and FCB’s Subsidiaries’ property, books and records. PC BancorpFCB and each FCB Subsidiary shall permit BHLB, at BHLB’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by FCB or any FCB Subsidiary, subject to compliance with the applicable lease in the case of any non-owned, occupied location, and PCB’s examination (ii) cause an appraisal to be performed in respect of the records of CUB pursuant hereto, shall not constitute a waiver any real property owned by FCB or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectFCB Subsidiary.

Access to Properties and Records. 7.3.1 (a) Subject to Section 13.1 10.03 hereof, CUB Xxxxxxxx Federal shall permit PC Bancorp and PCB OFED reasonable access upon reasonable notice and during normal business hours upon reasonable notice to its properties, and shall disclose and make available to PC Bancorp and PCB OFED during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB Xxxxxxxx Federal reasonably determines should be treated as confidential) and shareholdersmembers’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB OFED may have a reasonable interest; provided, however, that CUB Xxxxxxxx Federal shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate applicable law or violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB Xxxxxxxx Federal shall provide and shall request its auditors to provide PC Bancorp and PCB OFED (subject to OFED entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB OFED may reasonably request. PC Bancorp and PCB OFED shall use commercially reasonable efforts to minimize any interference with CUBXxxxxxxx Federal’s regular business operations during any such access to CUBXxxxxxxx Federal’s property, books and records. PC Bancorp’s From the date of this Agreement through the Closing Date, Xxxxxxxx Federal shall permit employees of Oconee Federal reasonable access to information relating to problem loans, loan restructurings, loan sales and PCB’s examination participations, and loan work-outs of the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectXxxxxxxx Federal.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB RBPI shall permit PC Bancorp and PCB BMBC reasonable access upon reasonable notice and during normal business hours upon reasonable notice to its propertiesproperties and those of the RBPI Subsidiaries, and shall disclose and make available to PC Bancorp and PCB BMBC during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB RBPI reasonably determines based on the advice of legal counsel should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entity, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB BMBC may have a reasonable interest; provided, however, that CUB RBPI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or that is otherwise prohibited by Law. CUB RBPI shall provide and shall request its auditors to provide PC Bancorp and PCB BMBC with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB BMBC may reasonably requestrequest for securities disclosure. PC Bancorp and PCB BMBC shall use commercially reasonable efforts to minimize any interference with CUBRBPI’s regular business operations during any such access to CUBRBPI’s property, books and records. PC BancorpRBPI shall permit BMBC, at BMBC’s expense, to cause a Phase I and PCB’s examination of the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB any Phase II recommended therein to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant heretobe performed at each RBPI Real Property; provided, however: (i) that PC Bancorp BMBC shall have the right to conduct a Phase II only to the extent that RBPI has a right of access to the RBPI Real Property sufficient to grant BMBC the right to perform such Phase II activities; provided that RBPI shall use commercially reasonable efforts to obtain such right of access; and PCB (ii) prior to the Closing Date only to the extent that a Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of either a “Historical Recognized Environmental Condition” or a “Recognized Environmental Condition” (as such terms are defined by the ASTM Standard E1527-13) that was discovered in the Phase I. Any such Phase I shall disclose be commenced within thirty (30) days after the date of this Agreement and any fact such Phase II, to the extent permitted by the provisions hereof to be conducted prior to Closing, recommended to be performed by any such Phase I shall be commenced within thirty (30) days of the Phase I report recommending such Phase II. BMBC shall use commercially reasonable efforts to cause any such Phase I conducted to be completed within thirty (30) days of the date of commencement thereof, but in no event more than sixty (60) days after the date of commencement thereof. In the event BMBC elects to commence any Phase II, to the extent permitted pursuant to the provisions of this Section 6.3 to be conducted prior to Closing, BMBC shall use commercially reasonable efforts to have any such Phase II completed within forty-five (45) days of the commencement thereof, but in no event more than sixty (60) days after the date of commencement thereof. BMBC and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or circumstance it may discover which it believes renders minimize to the greatest extent possible interference with RBPI’s operation of its business, and BMBC shall maintain or cause to be maintained reasonably adequate insurance with respect to any representation assessment conducted hereunder. BMBC shall be required to restore each RBPI Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or warranty made Phase II and any post-assessment restoration or an assessed property substantially to its pre-assessment condition, shall be borne solely by CU Bancorp and CUB hereunder incorrect in any respectBMBC.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB ALFC shall permit PC Bancorp and PCB FFC reasonable access upon reasonable notice and during normal business hours to its propertiesproperties and those of the ALFC Subsidiaries, and shall disclose and make available to PC Bancorp and PCB FFC during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB ALFC reasonably determines should be treated as confidential) and shareholdersstockholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB FFC may have a reasonable interest; provided, however, that CUB ALFC shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in ALFC’s reasonable judgment, would interfere with the normal conduct of ALFC’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB counsel or would be contrary to any law or regulation applicable to Atlantic Liberty Savings, F.A. ALFC shall provide and shall request its auditors to provide PC Bancorp and PCB FFC with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB FFC may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB FFC shall use commercially reasonable efforts to minimize any interference with CUBALFC’s regular business operations during any such access to CUBALFC’s property, books and records. PC Bancorp’s ALFC and PCB’s examination of the records of CUB pursuant heretoeach ALFC Subsidiary shall permit FFC, shall not constitute at its expense, to cause a waiver “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made occupied by CU Bancorp and CUB herein ALFC or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectALFC Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB ALFC shall permit PC Bancorp and PCB FFC reasonable access upon reasonable notice and during normal business hours to its propertiesproperties and those of the ALFC Subsidiaries, and shall disclose and make available to PC Bancorp and PCB FFC during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB ALFC reasonably determines should be treated as confidential) and shareholders’ stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB FFC may have a reasonable interest; provided, however, that CUB ALFC shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in ALFC's reasonable judgment, would interfere with the normal conduct of ALFC's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB counsel or would be contrary to any law or regulation applicable to Atlantic Liberty Savings, F.A. ALFC shall provide and shall request its auditors to provide PC Bancorp and PCB FFC with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB FFC may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB FFC shall use commercially reasonable efforts to minimize any interference with CUB’s ALFC's regular business operations during any such access to CUB’s ALFC's property, books and records. PC Bancorp’s ALFC and PCB’s examination of the records of CUB pursuant heretoeach ALFC Subsidiary shall permit FFC, shall not constitute at its expense, to cause a waiver "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made occupied by CU Bancorp and CUB herein ALFC or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectALFC Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof11.1, CUB FedFirst shall permit PC Bancorp and PCB reasonable CB access upon reasonable notice and during normal business hours at reasonable times to its propertiesproperties and those of the FedFirst Subsidiaries, and shall disclose and make available to PC Bancorp and PCB CB during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ and stockholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB that FedFirst reasonably determines should be treated as kept confidential) and shareholders’ meetings), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB CB may have a reasonable interest; provided, however, that CUB FedFirst shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in FedFirst’s reasonable judgment, would interfere with the normal conduct of FedFirst’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB FedFirst shall provide and shall request its auditors to provide PC Bancorp and PCB CB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB CB may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB CB shall use commercially reasonable efforts to minimize any interference with CUBFedFirst’s regular business operations during any such access to CUBFedFirst’s property, books and records. PC BancorpFedFirst and each FedFirst Subsidiary shall permit CB, at CB’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by FedFirst or any FedFirst Subsidiary and PCB’s examination (ii) cause an appraisal to be performed in respect of the records of CUB pursuant hereto, shall not constitute a waiver any real property owned by FedFirst or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectFedFirst Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof12.1, CUB CNB shall permit PC Bancorp and PCB reasonable NBT access upon reasonable notice and during normal business hours to its propertiesproperties and those of the CNB Subsidiaries, and shall disclose and make available to PC Bancorp and PCB NBT during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB CNB reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB NBT may have a reasonable interest; provided, however, that CUB CNB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in CNB’s reasonable judgment, would interfere with the normal conduct of CNB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB CNB shall provide and shall request its auditors to provide PC Bancorp and PCB NBT with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB NBT may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB NBT shall use commercially reasonable efforts to minimize any interference with CUBCNB’s regular business operations during any such access to CUBCNB’s property, books and records. PC Bancorp’s CNB and PCB’s examination of each CNB Subsidiary shall permit NBT, at its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by CNB or any CNB Subsidiary. If NBT causes a “phase I environmental audit” or a “phase II environmental audit” to be performed, then 44 NBT agrees to use all commercially reasonable efforts to cause any such audit to be completed as soon as reasonably practicable after commencement and to restore the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB property to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectits original condition after completion.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof12.1, CUB Trinity Bank shall permit PC Bancorp and PCB Citizens South reasonable access upon reasonable notice and during normal business hours to its propertiesproperties and those of the Trinity Bank Subsidiaries, and shall disclose and make available to PC Bancorp and PCB Citizens South during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB Trinity Bank reasonably determines should be treated as confidential) and shareholders’ ' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB Citizens South may have a reasonable interest; provided, however, that CUB Trinity Bank shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in Trinity Bank's reasonable judgment, would interfere with the normal conduct of Trinity Bank's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB Trinity Bank shall provide and shall request its auditors to provide PC Bancorp and PCB Citizens South with such historical financial information regarding it (and shall request its auditors to provide related audit reports and consents) as PC Bancorp and PCB Citizens South may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB Citizens South shall use commercially reasonable efforts to minimize any interference with CUB’s Trinity Bank's regular business operations during any such access to CUB’s Trinity Bank's property, books and records. PC Bancorp’s Trinity Bank and PCB’s examination of each Trinity Bank Subsidiary shall permit Citizens South, at Citizens South's expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or, to the records of CUB pursuant heretoextent permitted under the applicable lease agreement, shall not constitute a waiver occupied by Trinity Bank or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectTrinity Bank Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof11.1, CUB BHLB shall permit PC Bancorp and PCB reasonable FCB access upon reasonable notice and during normal business hours at reasonable times to its propertiesproperties and those of the BHLB Subsidiaries, and shall disclose and make available to PC Bancorp and PCB FCB during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB that BHLB reasonably determines should be treated as kept confidential) and shareholders’ meetings), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB FCB may have a reasonable interest; provided, however, that CUB BHLB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in BHLB’s reasonable judgment, would interfere with the normal conduct of BHLB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB BHLB shall provide and shall request its auditors to provide PC Bancorp and PCB FCB with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB FCB may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB FCB shall use commercially reasonable efforts to minimize any interference with CUBBHLB’s regular business operations during any such access to CUBBHLB’s property, books and records. PC BancorpBHLB and each BHLB Subsidiary shall permit FCB, at FCB’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by BHLB or any BHLB Subsidiary and PCB’s examination (ii) cause an appraisal to be performed in respect of the records of CUB pursuant hereto, shall not constitute a waiver any real property owned by BHLB or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectBHLB Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof11.1, CUB MidCoast shall permit PC Bancorp and PCB reasonable Citizens access upon reasonable notice and during normal business hours at reasonable times to its properties, and shall disclose and make available to PC Bancorp and PCB Citizens during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB that MidCoast reasonably determines should be treated as kept confidential) and shareholders’ meetings), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB Citizens may have a reasonable interest; provided, however, that CUB MidCoast shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in MidCoast’s reasonable judgment, would interfere with the normal conduct of MidCoast’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB MidCoast shall provide and shall request its auditors to provide PC Bancorp and PCB Citizens with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB Citizens may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB Citizens shall use commercially reasonable efforts to minimize any interference with CUBMidCoast’s regular business operations during any such access to CUBMidCoast’s property, books and records. PC Bancorp’s MidCoast shall permit Citizens, at Citizens’ expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by MidCoast and PCB’s examination (ii) cause an appraisal to be performed in respect of the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made any real property owned by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectMidCoast.

Access to Properties and Records. 7.3.1 (a) Subject to Section 13.1 11.01 hereof, CUB Brooklyn Bancorp shall permit PC Investors Bancorp and PCB its designated agents (who agree to be bound by the terms of the Confidentiality Agreement) reasonable access upon reasonable notice and during normal business hours upon reasonable notice to its propertiesproperties and those of the Brooklyn Bancorp Subsidiaries, and shall disclose and make available to PC Investors Bancorp and PCB its designees during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB Brooklyn Bancorp reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws37 Bylaws, material contracts and agreements, filings with any regulatory authorityRegulatory Authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Investors Bancorp and PCB may have a reasonable interest, and shall allow Investors Bancorp and its designees to communicate with the CRE Personnel and any other persons responsible for managing and servicing the Commercial Real Estate Loans and the performance of the servicing activities related thereto; provided, however, that CUB Brooklyn Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB Brooklyn Bancorp shall provide and shall request its auditors to provide PC Investors Bancorp and PCB with such historical financial information regarding it (and related audit reports and consents) as PC Investors Bancorp and PCB may reasonably requestrequest for securities disclosure purposes. PC Investors Bancorp and PCB shall use commercially reasonable efforts to minimize any interference with CUBBrooklyn Bancorp’s regular business operations during any such access to CUBBrooklyn Bancorp’s property, books and records. PC Bancorp’s and PCB’s examination Without limiting the foregoing, Brooklyn Federal Savings shall allow Investors Bancorp or its designees, within five (5) business days of the records date of CUB pursuant heretothis Agreement, to commence an inventory of the loan files with respect to the Commercial Loan Portfolio to determine which documents to be included in the Commercial Loan Mortgage File are in possession of Brooklyn Federal Savings and which documents need to be obtained, and such inventory may be updated from time to time prior to the Closing Date, and for each Commercial Real Estate Loan, Brooklyn Bancorp and Brooklyn Federal Savings shall not constitute a waiver permit any documents to be missing from the Commercial Loan Mortgage File that existed as of the date above-referenced inventory was completed and from and after such dates, permit any changes or relinquishment on altercations to the part Commercial Loan Mortgage File without the prior written consent of PC Investors Bancorp and PCB its designees. The expenses of such inventory (not to rely upon exceed $50,000) shall be reimbursed by Brooklyn Federal Savings, subject to the representations receipt of any required regulatory approval. Brooklyn Bancorp shall permit Investors Bancorp, at its expense, to cause a “phase I environmental audit” and warranties made by CU Bancorp and CUB herein or pursuant heretoa “phase II environmental audit” to be performed at each Branch at any time prior to the Closing Date; provided, however, that PC Investors Bancorp shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit” and provided that as to any “phase II environmental audits” performed at a Branch which Brooklyn Federal Savings leases, the landlord pursuant to the applicable lease has consented to such “phase II environmental audit” if such consent is necessary pursuant to the lease. Brooklyn Federal Savings will use its commercially reasonable efforts (at no cost to Brooklyn Federal Savings) to obtain such landlord consent. Prior to performing any “phase II environmental audits,” Investors Bancorp will provide Brooklyn Bancorp with a copy of its proposed work plan and Investors Bancorp will cooperate in good faith with Brooklyn Bancorp to address any comments or suggestions made by Brooklyn Bancorp regarding the work plan. Investors Bancorp and PCB its environmental consultant shall disclose conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Brooklyn Bancorp’s operation of its business, and Investors Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect to any fact or circumstance it may discover which it believes renders assessment conducted hereunder. Investors Bancorp shall be required to restore each Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any representation or warranty made “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be borne solely by CU Bancorp and CUB hereunder incorrect in any respectInvestors Bancorp.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB FKF shall permit PC Bancorp and PCB BMBC reasonable access upon reasonable notice and during normal business hours upon reasonable notice to its propertiesproperties and those of the FKF Subsidiaries, and shall disclose and make available to PC Bancorp and PCB BMBC during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB FKF reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB BMBC may have a reasonable interest; provided, however, that CUB FKF shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB FKF shall provide and shall request its auditors to provide PC Bancorp and PCB BMBC with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB BMBC may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB BMBC shall use commercially reasonable efforts to minimize any interference with CUBFKF’s regular business operations during any such access to CUBFKF’s property, books and records. PC Bancorp’s FKF shall permit BMBC, at its expense, to cause a Phase I and PCB’s examination of the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB any Phase II Environmental Site Assessment (“Phase II”) recommended therein to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant heretobe performed at each owned FKF Real Property; provided, however, that PC Bancorp BMBC shall only have the right to conduct a Phase II prior to the Closing Date only to the extent that a Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the Phase I. Any such Phase I shall be commenced within 30 days after the date of this Agreement and PCB any such Phase II, to the extent permitted by the provisions hereof to be conducted prior to Closing, recommended to be performed by any such Phase I shall disclose be commenced within 30 days of the Phase I report recommending such Phase II. BMBC shall use its best efforts to cause any fact such Phase I conducted to be completed within 30 days of the date of commencement thereof, but in no event more than 45 days after the date of commencement thereof. In the event BMBC elects to commence any Phase II, to the extent permitted pursuant to the provisions of this Section 6.3 to be conducted prior to Closing, BMBC shall use its best efforts to have any such Phase II completed within 45 days of the commencement thereof, but in no event more than 60 days after the date of commencement thereof. BMBC and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or circumstance it may discover which it believes renders minimize to the greatest extent possible interference with FKF’s operation of its business, and BMBC shall maintain or cause to be maintained reasonably adequate insurance with respect to any representation assessment conducted hereunder. BMBC shall be required to restore each FKF Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or warranty made Phase II and any restoration and clean up, shall be borne solely by CU Bancorp and CUB hereunder incorrect in any respectBMBC.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof, CUB Kelsan and Holdco shall permit PC Bancorp and PCB Portec Rail reasonable access upon reasonable notice and during normal business hours to its properties, and shall disclose and make available to PC Bancorp and PCB Portec Rail during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB Kelsan or Holdco reasonably determines should be treated as confidential) and shareholders’ ' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entities, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB Portec Rail may have a reasonable interest; provided, however, that CUB Kelsan or Holdco shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in Kelsan's or Holdco's reasonable judgment, would interfere with the normal conduct of Kelsan's or Holdco's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB Kelsan shall provide and shall request its auditors independent accountants to provide PC Bancorp and PCB Portec Rail with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB Portec Rail may reasonably request. PC Bancorp and PCB Portec Rail shall use commercially reasonable efforts to minimize any interference with CUB’s Kelsan's or Holdco's regular business operations during any such access to CUB’s Kelsan's and Holdco's property, books and records. PC Bancorp’s Kelsan shall permit Portec Rail, at its expense, to cause a "phase I environmental audit" and PCB’s examination of a "phase II environmental audit" to be performed at any physical location owned or, to the records of CUB pursuant heretoextent permitted under the applicable lease agreement, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made occupied by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectKelsan.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB Guaranty Financial shall permit PC Bancorp and PCB First Sentry Bancshares reasonable access upon reasonable notice and during normal business hours to its propertiesproperties and those of the Guaranty Financial Subsidiaries, and shall disclose and make available to PC Bancorp and PCB First Sentry Bancshares during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB reasonably determines should be treated as confidentialAgreement) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB First Sentry Bancshares may have a reasonable interest; provided, however, that CUB Guaranty Financial shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB Guaranty Financial shall provide and shall request its auditors to provide PC Bancorp and PCB First Sentry Bancshares with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB First Sentry Bancshares may reasonably request. PC Bancorp and PCB First Sentry Bancshares shall use commercially reasonable efforts to minimize any interference with CUBGuaranty Financial’s regular business operations during any such access to CUBGuaranty Financial’s property, books and records. PC Bancorp’s Guaranty Financial and PCB’s examination of each Guaranty Financial Subsidiary shall permit First Sentry Bancshares to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Guaranty Financial or any Guaranty Financial Subsidiary. In the records of CUB pursuant heretoevent any subsurface or phase II site assessments are conducted, First Sentry Bancshares shall not constitute a waiver or relinquishment on indemnify Guaranty Financial for all reasonable and customary costs and expenses associated with returning the part of PC Bancorp and PCB property to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectprevious condition.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 12.1 hereof, CUB CBH shall permit PC Bancorp and PCB BMBC reasonable access upon reasonable notice and during normal business hours upon reasonable notice to its propertiesproperties and those of the CBH Subsidiaries, and shall disclose and make available to PC Bancorp and PCB BMBC during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB reasonably CBH determines based on the advice of legal counsel should be treated as confidential) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB BMBC may have a reasonable interest; provided, however, that CUB CBH shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or that is otherwise prohibited by law or contractual agreement. CUB CBH shall allow, at BMBC’s expense, an audit of CBH’s Small Business Loan portfolio (“SBA Audit”) to be performed by an auditor chosen by BMBC, provided, however, that such SBA Audit shall be commenced no later than forty-five days subsequent to the date hereof. CBH shall provide and shall request its auditors to provide PC Bancorp and PCB BMBC with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB BMBC may reasonably requestrequest for securities disclosure or SBA Audit purposes. PC Bancorp and PCB BMBC shall use commercially reasonable efforts to minimize any interference with CUBCBH’s regular business operations during any such access to CUBCBH’s property, books and records. PC BancorpCBH shall permit BMBC, at its expense, to cause a Phase I and any Phase II Environmental Site Assessment (“Phase II”) recommended therein to be performed at each CBH Real Property (provided that such right, with respect to leased CBH Real Property, shall be subject to the applicable landlord’s prior written consent) provided, however, that BMBC shall only have the right to conduct a Phase II prior to the Closing Date only to the extent that a Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of “Recognized Environmental condition” (as such term is defined by the American Society for Testing Materials” that was discovered in the Phase I. Any such Phase I shall be commenced within 30 days after the date of this Agreement and PCB’s examination any such Phase II, to the extent permitted by the provisions hereof to be conducted prior to Closing, recommended to be performed by any such Phase I shall be commenced within 30 days of the records Phase I report recommending such Phase II. BMBC shall use its best efforts to cause any such Phase I conducted to be completed within 30 days of CUB the date of commencement thereof, but in no event more than 45 days after the date of commencement thereof. In the event BMBC elects to commence any Phase II, to the extent permitted pursuant heretoto the provisions of this Section 6.3 to be conducted prior to Closing, BMBC shall use its best efforts to have any such Phase II completed within 45 days of the commencement thereof, but in no event more than 60 days after the date of commencement thereof. BMBC and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with CBH’s operation of its business, and BMBC shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. BMBC shall be required to restore each CBH Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall not constitute be borne solely by BMBC. BMBC hereby agrees to indemnify, defend and hold CBH harmless from and against any cost, expense, charge, lien, action or judgment, as well as any claim of a waiver right to any such cost, expense, charge, lien, action or relinquishment on judgment arising from any act or omission of BMBC, BMBC’s agents or contractors, or any services, labor, supplies or materials provided or performed by surveyors, engineers, architects and others hired by BMBC to make the part inspections and tests, and from and against any personal injury and property damage caused by the act or neglect of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein BMBC or pursuant hereto; providedany of its agents, that PC Bancorp and PCB shall disclose or independent contractors in connection with any fact Phase I or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectPhase II.

Access to Properties and Records. 7.3.1 Subject In order to facilitate the -------------------------------- consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 13.1 hereof12.1 hereof and subject to applicable laws relating to exchange of information, CUB shall Westbank will permit PC Bancorp NewAlliance and PCB reasonable access its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice and during normal business hours notice, to its propertiespersonnel and properties and those of the Westbank Subsidiaries, and shall disclose and make available to PC Bancorp and PCB NewAlliance during normal business hours throughout the period prior to the Effective Time all of its the books, papers and records of Westbank or any Westbank Subsidiary relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB reasonably determines should be treated as confidentialstrategic alternatives) and shareholders’ ' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB NewAlliance may have a reasonable interest; provided, however, that CUB Westbank shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person Person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB In addition, Westbank and the Westbank Subsidiaries shall not be required to disclose any analysis, minutes, or other materials pertaining to the financial or other evaluation or discussion of (i) this Agreement or the transactions contemplated herein, or (ii) any third party proposal to acquire a controlling interest in Westbank. Westbank shall provide and shall request its auditors to provide PC Bancorp and PCB NewAlliance with such historical financial information regarding it Westbank and any Westbank Subsidiary (and related audit reports and consents) as PC Bancorp and PCB NewAlliance may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB NewAlliance shall use commercially reasonable efforts to minimize any interference with CUB’s Westbank's and any Westbank Subsidiary's regular business operations during any such access to CUB’s Westbank's or any Westbank Subsidiary's personnel, property, books and or records. PC Bancorp’s Westbank and PCB’s examination its Subsidiaries shall permit NewAlliance, at NewAlliance's expense, to cause so-called "Phase I Environmental Site Assessments" and/or "Phase II Environmental Site Assessments" to be performed at any physical location owned or operated by Westbank or any Westbank Subsidiary and, to the extent Westbank or the applicable Westbank Subsidiary has the contractual right to do so, at any Loan Property or Participation Facility. NewAlliance agrees to indemnify and hold harmless, Westbank, each Westbank Subsidiary, and any landlord or other Persons with an interest in the real property, from and against any damages, claims, losses or expenses of the records of CUB pursuant heretoany kind, shall not constitute a waiver including reasonable attorneys fees, pertaining to or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made arising from any entry onto, or any assessments or other studies undertaken by CU Bancorp and CUB herein or pursuant hereto; providedNewAlliance with respect to, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectsuch real property under this Section.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof11.1, CUB BHLB shall permit PC Bancorp and PCB reasonable Commerce access upon reasonable notice and during normal business hours at reasonable times to its propertiesproperties and those of the BHLB Subsidiaries, and shall disclose and make available to PC Bancorp and PCB Commerce during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ and stockholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB that BHLB reasonably determines should be treated as kept confidential) and shareholders’ meetings), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB Commerce may have a reasonable interest; provided, however, that CUB BHLB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in BHLB’s reasonable judgment, would interfere with the normal conduct of BHLB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB BHLB shall provide and shall request its auditors to provide PC Bancorp and PCB Commerce with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB Commerce may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB Commerce shall use commercially reasonable efforts to minimize any interference with CUBBHLB’s regular business operations during any such access to CUBBHLB’s property, books and records. PC BancorpBHLB and each BHLB Subsidiary shall permit Commerce, at Commerce’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by BHLB or any BHLB Subsidiary and PCB’s examination (ii) cause an appraisal to be performed in respect of the records of CUB pursuant hereto, shall not constitute a waiver any real property owned by BHLB or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectBHLB Subsidiary.

Access to Properties and Records. 7.3.1 Subject to Section 13.1 hereof11.1, CUB FNB shall permit PC Bancorp and PCB reasonable Citizens access upon reasonable notice and during normal business hours at reasonable times to its properties, and shall disclose and make available to PC Bancorp and PCB Citizens during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ and stockholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB that FNB reasonably determines should be treated as kept confidential) and shareholders’ meetings), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB Citizens may have a reasonable interest; provided, however, that CUB FNB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in FNB’s reasonable judgment, would interfere with the normal conduct of FNB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or contravene any applicable law. CUB FNB shall provide and shall request its auditors to provide PC Bancorp and PCB Citizens with such historical financial information regarding it (and related audit reports and consents) as PC Bancorp and PCB Citizens may reasonably requestrequest for Securities Law disclosure purposes. PC Bancorp and PCB Citizens shall use commercially reasonable efforts to minimize any interference with CUBFNB’s regular business operations during any such access to CUBFNB’s property, books and records. PC Bancorp’s FNB shall permit Citizens, at Citizens’ expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by FNB and PCB’s examination (ii) cause an appraisal to be performed in respect of the records of CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made any real property owned by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectFNB.

Access to Properties and Records. 7.3.1 (a) Subject to Section 13.1 11.01 hereof, CUB Brooklyn Bancorp shall permit PC Investors Bancorp and PCB its designated agents (who agree to be bound by the terms of the Confidentiality Agreement) reasonable access upon reasonable notice and during normal business hours upon reasonable notice to its propertiesproperties and those of the Brooklyn Bancorp Subsidiaries, and shall disclose and make available to PC Investors Bancorp and PCB its designees during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB Brooklyn Bancorp reasonably determines should be treated as confidential) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authorityRegulatory Authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Investors Bancorp and PCB may have a reasonable interest, and shall allow Investors Bancorp and its designees to communicate with the CRE Personnel and any other persons responsible for managing and servicing the Commercial Real Estate Loans and the performance of the servicing activities related thereto; provided, however, that CUB Brooklyn Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB Brooklyn Bancorp shall provide and shall request its auditors to provide PC Investors Bancorp and PCB with such historical financial information regarding it (and related audit reports and consents) as PC Investors Bancorp and PCB may reasonably requestrequest for securities disclosure purposes. PC Investors Bancorp and PCB shall use commercially reasonable efforts to minimize any interference with CUBBrooklyn Bancorp’s regular business operations during any such access to CUBBrooklyn Bancorp’s property, books and records. PC Bancorp’s and PCB’s examination Without limiting the foregoing, Brooklyn Federal Savings shall allow Investors Bancorp or its designees, within five (5) business days of the records date of CUB pursuant heretothis Agreement, to commence an inventory of the loan files with respect to the Commercial Loan Portfolio to determine which documents to be included in the Commercial Loan Mortgage File are in possession of Brooklyn Federal Savings and which documents need to be obtained, and such inventory may be updated from time to time prior to the Closing Date, and for each Commercial Real Estate Loan, Brooklyn Bancorp and Brooklyn Federal Savings shall not constitute a waiver permit any documents to be missing from the Commercial Loan Mortgage File that existed as of the date above-referenced inventory was completed and from and after such dates, permit any changes or relinquishment on altercations to the part Commercial Loan Mortgage File without the prior written consent of PC Investors Bancorp and PCB its designees. The expenses of such inventory (not to rely upon exceed $50,000) shall be reimbursed by Brooklyn Federal Savings, subject to the representations receipt of any required regulatory approval. Brooklyn Bancorp shall permit Investors Bancorp, at its expense, to cause a “phase I environmental audit” and warranties made by CU Bancorp and CUB herein or pursuant heretoa “phase II environmental audit” to be performed at each Branch at any time prior to the Closing Date; provided, however, that PC Investors Bancorp shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit” and provided that as to any “phase II environmental audits” performed at a Branch which Brooklyn Federal Savings leases, the landlord pursuant to the applicable lease has consented to such “phase II environmental audit” if such consent is necessary pursuant to the lease. Brooklyn Federal Savings will use its commercially reasonable efforts (at no cost to Brooklyn Federal Savings) to obtain such landlord consent. Prior to performing any “phase II environmental audits,” Investors Bancorp will provide Brooklyn Bancorp with a copy of its proposed work plan and Investors Bancorp will cooperate in good faith with Brooklyn Bancorp to address any comments or suggestions made by Brooklyn Bancorp regarding the work plan. Investors Bancorp and PCB its environmental consultant shall disclose conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Brooklyn Bancorp’s operation of its business, and Investors Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect to any fact or circumstance it may discover which it believes renders assessment conducted hereunder. Investors Bancorp shall be required to restore each Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any representation or warranty made “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be borne solely by CU Bancorp and CUB hereunder incorrect in any respectInvestors Bancorp.

Access to Properties and Records. 7.3.1 Subject In order to facilitate the ----------------------------------- consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 13.1 hereof12.1 hereof and subject to applicable laws relating to exchange of information, CUB shall Connecticut Bancshares will permit PC Bancorp NHSB and PCB reasonable access its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice and during normal business hours notice, to its propertiespersonnel and properties and those of the Connecticut Bancshares Subsidiaries, and shall disclose and make available to PC Bancorp and PCB NHSB during normal business hours throughout the period prior to the Effective Time all of its the books, papers and records of Connecticut Bancshares or any Connecticut Bancshares Subsidiary relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CUB reasonably determines should be treated as confidentialstrategic alternatives) and shareholders’ ' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which PC Bancorp and PCB NHSB may have a reasonable interest; provided, however, that CUB Connecticut Bancshares shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. CUB Connecticut Bancshares shall provide and shall request its auditors to provide PC Bancorp and PCB NHSB with such historical financial information regarding it Connecticut Bancshares and any Connecticut Bancshares Subsidiary (and related audit reports and consents) as PC Bancorp and PCB NHSB may reasonably requestrequest for securities disclosure purposes. PC Bancorp and PCB NHSB shall use commercially reasonable efforts to minimize any interference with CUB’s Connecticut Bancshares' and any Connecticut Bancshares Subsidiary's regular business operations during any such access to CUB’s Connecticut Bancshares' or any Connecticut Bancshares Subsidiary's personnel, property, books and or records. PC Bancorp’s Connecticut Bancshares and PCB’s examination of its Subsidiaries shall permit NHSB, at NHSB's expense, to cause so-called "Phase I Environmental Site Assessments" and/or "Phase II Environmental Site Assessments" to be performed at any physical location owned or operated by Connecticut Bancshares or any Connecticut Bancshares Subsidiary and, to the records of CUB pursuant heretoextent Connecticut Bancshares or the applicable Connecticut Bancshares Subsidiary has the contractual right to do so, shall not constitute a waiver at any Loan Property or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, that PC Bancorp and PCB shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by CU Bancorp and CUB hereunder incorrect in any respectParticipation Facility.