Common use of Access; Information Clause in Contracts

Access; Information. (a) First Mutual agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Washington Federal and Washington Federal’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of First Mutual and to such other information relating to First Mutual as Washington Federal may reasonably request and, during such period, it shall furnish promptly to Washington Federal (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state securities laws and federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of First Mutual as Washington Federal may reasonably request. (b) During the period from the date of this Agreement to the Effective Time, First Mutual shall, upon the request of Washington Federal, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Washington Federal regarding its financial condition, operations and business and matters relating to the completion of the Transaction. As soon as reasonably available, but in no event more than 40 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), First Mutual will deliver to Washington Federal its consolidated statement of financial condition and consolidated statements of income, changes in stockholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP and, as soon as reasonably available, but in no event more than 75 days after the end of each fiscal year, First Mutual will deliver to Washington Federal its consolidated statement of financial condition and consolidated statements of income, changes in stockholders’ equity and cash flows for such year prepared in accordance with GAAP. Within 15 days after the end of each month, First Mutual will deliver to Washington Federal a consolidated statement of financial condition and consolidated statement of income, without related notes, for such month prepared in accordance with GAAP. (c) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the Confidentiality Agreement, dated as of May 29, 2007 between Washington Federal and Kxxxx, Bxxxxxxx & Wxxxx, Inc. on behalf of First Mutual (the “Confidentiality Agreement”). (d) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (e) First Mutual shall allow a representative of Washington Federal to attend as an observer all First Mutual Board and First Mutual Board committee meetings as well as all Board of Directors and Board of Director committee meetings for each Subsidiary of First Mutual (including, without limitation, loan committee meetings), except that no Washington Federal representative will be entitled to attend any meeting in which the First Mutual Board considers the Merger or an Acquisition Proposal. First Mutual shall give reasonable notice to Washington Federal of any such meeting and, if known, the agenda for or business to be discussed at such meeting. First Mutual shall also provide to Washington Federal all written agendas and meeting or written consent materials provided to the directors of First Mutual and each First Mutual Subsidiary in connection with Board and committee meetings. All information obtained by Washington Federal at these meetings shall be treated in confidence as provided in this Section 6.06.

Access; Information. (a) First Mutual FAB agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Washington Federal PPBI and Washington FederalPacific Premier’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of First Mutual FAB and to such other information relating to First Mutual FAB as Washington Federal PPBI may reasonably request and, during such period, it shall furnish promptly to Washington Federal PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state securities laws and federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of First Mutual FAB as Washington Federal PPBI may reasonably request. (b) During the period from the date of this Agreement to the Effective Time, First Mutual FAB shall, upon the request of Washington FederalPPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Washington Federal PPBI regarding its financial condition, operations and business and matters relating to the completion of the Transaction. As soon as reasonably available, but in no event more than 40 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), First Mutual FAB will deliver to Washington Federal PPBI its consolidated statement of financial condition balance sheet and consolidated statements of income, income and changes in stockholders’ equity and cash flowsequity, without related notes, for such quarter prepared in accordance with GAAP and, as soon as reasonably available, but in no event more than 75 30 days after the end of each fiscal year, First Mutual FAB will deliver to Washington Federal PPBI its consolidated statement of financial condition balance sheet and consolidated statements of income, changes in stockholders’ equity and cash flows for such year prepared in accordance with GAAP. Within 15 seven (7) days after the end of each month, First Mutual FAB will deliver to Washington Federal PPBI a consolidated statement of financial condition balance sheet and consolidated statement of income, without related notes, for such month prepared in accordance with GAAP. (c) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the Confidentiality Agreement, dated as of May 29August 10, 2007 2012 between Washington Federal PPBI and Kxxxx, Bxxxxxxx & Wxxxx, Inc. SAMCO Capital Markets on behalf of First Mutual FAB (the “Confidentiality Agreement”). (d) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (e) First Mutual FAB shall allow a representative of Washington Federal PPBI to attend as an observer (telephonically or in person) all First Mutual FAB Board and First Mutual FAB Board committee meetings as well as all Board of Directors and Board of Director committee meetings for each Subsidiary of First Mutual (including, without limitation, loan committee meetings), except that no Washington Federal PPBI representative will be entitled to attend any meeting in which the First Mutual FAB Board considers the Merger or an Acquisition ProposalMerger. First Mutual FAB shall give reasonable notice to Washington Federal PPBI of any such meeting and, if known, the agenda for or business to be discussed at such meeting. First Mutual FAB shall also provide to Washington Federal PPBI all written agendas and meeting or written consent materials provided to the directors of First Mutual and each First Mutual Subsidiary FAB in connection with FAB Board and committee meetings. All information obtained by Washington Federal PPBI at these meetings shall be treated in confidence as provided in this Section 6.06.

Access; Information. (a) First Mutual Plaza agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Washington Federal PPBI and Washington FederalPPBI’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of First Mutual Plaza and its Subsidiaries and to such other information relating to First Mutual Plaza and its Subsidiaries as Washington Federal PPBI may reasonably request request, provided that PPBI shall coordinate any and all meetings with Plaza personnel with one or more designated representatives of Plaza, and, during such period, it Plaza shall furnish promptly to Washington Federal PPBI (i) a copy of each report, schedule, registration (b) During the period from the date of this Agreement to the Effective Time, Plaza shall, upon the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), Plaza will deliver to PPBI its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, Plaza will deliver to PPBI its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within 15 days after the end of each month, Plaza will deliver to PPBI a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP. (c) PPBI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Plaza and Plaza’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of PPBI and its Subsidiaries and to such other information relating to PPBI and its Subsidiaries as Plaza may reasonably request, provided that Plaza shall coordinate any and all meetings with PPBI personnel with one or more designated representatives of PPBI, and, during such period, PPBI shall furnish promptly to Plaza (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state securities laws and federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of First Mutual PPBI and its Subsidiaries as Washington Federal Plaza may reasonably request.. Notwithstanding the foregoing, PPBI shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of PPBI or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any (bd) During the period from the date of this Agreement to the Effective Time, First Mutual PPBI shall, upon the request of Washington FederalPlaza, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Washington Federal Plaza regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. As Subject to applicable law, as soon as reasonably available, but in no event more than 40 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), First Mutual PPBI will deliver to Washington Federal Plaza its consolidated statement of financial condition balance sheet and consolidated statements of income, changes in stockholders’ comprehensive income, equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP GAAP, and, as soon as reasonably available, but in no event more than 75 30 days after the end of each fiscal year, First Mutual PPBI will deliver to Washington Federal Plaza its consolidated statement of financial condition balance sheet and consolidated statements of income, changes in stockholders’ comprehensive income, equity and cash flows for such year prepared in accordance with GAAP. Within Subject to applicable law, within 15 days after the end of each month, First Mutual PPBI will deliver to Washington Federal Plaza a consolidated statement of financial condition balance sheet and consolidated statement statements of income, without related notes, for such month prepared in accordance with GAAP. (ce) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the Mutual Confidentiality and Non-Disclosure Agreement, dated as of May 29June 27, 2007 2017, by and between Washington Federal PPBI, Plaza and Kxxxx, Bxxxxxxx & Wxxxx, Inc. on behalf of First Mutual Xxxxxxxxx (the “Confidentiality Agreement”). (df) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (e) First Mutual shall allow a representative of Washington Federal to attend as an observer all First Mutual Board and First Mutual Board committee meetings as well as all Board of Directors and Board of Director committee meetings for each Subsidiary of First Mutual (including, without limitation, loan committee meetings), except that no Washington Federal representative will be entitled to attend any meeting in which the First Mutual Board considers the Merger or an Acquisition Proposal. First Mutual shall give reasonable notice to Washington Federal of any such meeting and, if known, the agenda for or business to be discussed at such meeting. First Mutual shall also provide to Washington Federal all written agendas and meeting or written consent materials provided to the directors of First Mutual and each First Mutual Subsidiary in connection with Board and committee meetings. All information obtained by Washington Federal at these meetings shall be treated in confidence as provided in this Section 6.06.

Access; Information. (a) First Mutual IDPK agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Washington Federal PPBI and Washington FederalPacific Premier’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of First Mutual IDPK and its Subsidiaries and to such other information relating to First Mutual IDPK and its Subsidiaries as Washington Federal PPBI may reasonably request and, during such period, it shall furnish promptly to Washington Federal PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state securities laws and federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of First Mutual IDPK and its Subsidiaries as Washington Federal PPBI may reasonably request; provided, however, that IDPK shall not be required to furnish to PPBI information that is required by a Governmental Authority to be held confidential by IDPK. (b) During the period from the date of this Agreement to the Effective Time, First Mutual IDPK shall, upon the request of Washington FederalPPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Washington Federal PPBI regarding its financial condition, operations and business and matters relating to the completion of the Transaction. As soon as reasonably available, but in no event more than 40 twenty (20) days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), First Mutual IDPK will deliver to Washington Federal PPBI its consolidated unaudited statement of financial condition and consolidated statements of income, changes in stockholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP and, as GAAP. As soon as reasonably available, but in no event more than 75 thirty (30) days after the end of each fiscal year, First Mutual IDPK will deliver to Washington Federal PPBI its consolidated unaudited statement of financial condition and consolidated statements of income, changes without related notes (except for normal year-end adjustments as set forth on the year-end audited financial statements of IDPK), for such year prepared in stockholdersaccordance with GAAP. As soon as reasonably available, but in no event more than ninety (90) days after the end of each fiscal year, IDPK will deliver to PPBI its audited statement of financial condition and statements of income, shareholders’ equity and cash flows for such year prepared in accordance with GAAP. Within 15 seven (7) days after the end of each month, First Mutual IDPK will deliver to Washington Federal PPBI a consolidated statement of financial condition and consolidated statement of income, without related notes, for such month prepared in accordance with GAAP. (c) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the Confidentiality and Non-Disclosure Agreement, dated as of May 29August 19, 2007 2014 between Washington Federal PPBI and Kxxxx, Bxxxxxxx & Wxxxx, Inc. Inc., a Stifel Company, on behalf of First Mutual IDPK (the “Confidentiality Agreement”). (d) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (e) First Mutual shall allow a representative of Washington Federal to attend as an observer all First Mutual Board and First Mutual Board committee meetings as well as all Board of Directors and Board of Director committee meetings for each Subsidiary of First Mutual (including, without limitation, loan committee meetings), except that no Washington Federal representative will be entitled to attend any meeting in which the First Mutual Board considers the Merger or an Acquisition Proposal. First Mutual shall give reasonable notice to Washington Federal of any such meeting and, if known, the agenda for or business to be discussed at such meeting. First Mutual shall also provide to Washington Federal all written agendas and meeting or written consent materials provided to the directors of First Mutual and each First Mutual Subsidiary in connection with Board and committee meetings. All information obtained by Washington Federal at these meetings shall be treated in confidence as provided in this Section 6.06.

Access; Information. (a) First Mutual The Company agrees that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, it shall afford Washington Federal HEOP and Washington FederalHEOP’s officers, employees, counsel, accountants and other authorized representatives such Representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systemsContracts, properties, personnel and advisors of First Mutual the Company and to such other information relating to First Mutual the Company and the Company Subsidiaries as Washington Federal HEOP may reasonably request andrequest, during such periodand the Company further agrees to continue to respond to, it shall support and work with HEOP and its advisors with respect to the reasonable due diligence requests of HEOP.. The Company agrees to furnish promptly to Washington Federal HEOP (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state securities laws and federal or and state banking, lending, consumer finance and privacy laws, subject to any applicable restrictions limiting the Company’s ability to furnish to HEOP confidential supervisory information relating to the Company or privacy laws the Company Subsidiaries, and (ii) all other information concerning the business, properties and personnel of First Mutual the Company and the Company Subsidiaries as Washington Federal HEOP may reasonably request. The Company also agrees to furnish to HEOP a copy of (I) each report, schedule, registration statement and other document required to be furnished, filed or otherwise submitted during such period pursuant to the requirements of federal securities laws and federal and state banking, lending, consumer finance and privacy laws at least three (3) Business Days in advance of the date of submission so that HEOP will have the opportunity to review the same and offer any comments it may have in advance of submission, and (II) monthly financial statements for the Company and the Company Bank within fifteen (15) days of the end of the month covered by such financial statements. (b) During Without limiting the period from the date generality of this Agreement Section 6.04(a), prior to the Effective Time, First Mutual shallHEOP and HEOP’s Representatives shall have the right to conduct a review to determine (i) that the assets, upon the request of Washington Federalbooks, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Washington Federal regarding its financial condition, records and operations and business and matters relating to the completion of the Transaction. As soon as reasonably available, but Company are in no event more than 40 days after the end of each calendar quarter ending after the date of this Agreement (satisfactory condition and will not in an other than the last quarter of each fiscal year ending December 31), First Mutual will deliver to Washington Federal its consolidated statement of financial condition and consolidated statements of income, changes in stockholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP and, as soon as reasonably available, but in no event more than 75 days immaterial way adversely impact HEOP after the end of each fiscal year, First Mutual will deliver to Washington Federal its consolidated statement of financial condition and consolidated statements of income, changes in stockholders’ equity and cash flows for such year prepared in accordance with GAAP. Within 15 days after the end of each month, First Mutual will deliver to Washington Federal a consolidated statement of financial condition and consolidated statement of income, without related notes, for such month prepared in accordance with GAAP. (c) All information furnished pursuant to this Section 6.06 shall be subject to the provisions consummation of the Confidentiality Agreement, dated as of May 29, 2007 between Washington Federal transactions contemplated hereby and Kxxxx, Bxxxxxxx & Wxxxx, Inc. on behalf of First Mutual (ii) the “Confidentiality Agreement”). (d) No investigation by any accuracy of the parties or their respective representatives shall affect representations and warranties and the representations, warranties, covenants or agreements satisfaction of the other parties set forth herein. (e) First Mutual shall allow a representative of Washington Federal conditions to attend as an observer all First Mutual Board and First Mutual Board committee meetings as well as all Board of Directors and Board of Director committee meetings for each Subsidiary of First Mutual (including, without limitation, loan committee meetings), except that no Washington Federal representative will be entitled to attend any meeting in which the First Mutual Board considers the Merger or an Acquisition Proposal. First Mutual shall give reasonable notice to Washington Federal of any such meeting and, if known, the agenda for or business to be discussed at such meeting. First Mutual shall also provide to Washington Federal all written agendas and meeting or written consent materials provided to the directors of First Mutual and each First Mutual Subsidiary in connection with Board and committee meetings. All information obtained by Washington Federal at these meetings shall be treated in confidence closing as provided in this Section 6.06hereunder.

Access; Information. (a) First Mutual agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Washington Federal and Washington Federal’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of First Mutual and to such other information relating to First Mutual as Washington Federal may reasonably request and, during such period, it shall furnish promptly to Washington Federal (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state securities laws and federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of First Mutual as Washington Federal may reasonably request. (b) During the period from the date of this Agreement to the Effective Time, First Mutual shall, upon the request of Washington Federal, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Washington Federal regarding its financial condition, operations and business and matters relating to the completion of the Transaction. As soon as reasonably available, but in no event more than 40 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), First Mutual will deliver to Washington Federal its consolidated statement of financial condition and consolidated statements of income, changes in stockholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP and, as soon as reasonably available, but in no event more than 75 days after the end of each fiscal year, First Mutual will deliver to Washington Federal its consolidated statement of financial condition and consolidated statements of income, changes in stockholders’ equity and cash flows for such year prepared in accordance with GAAP. Within 15 days after the end of each month, First Mutual will deliver to Washington Federal a consolidated statement of financial condition and consolidated statement of income, without related notes, for such month prepared in accordance with GAAP. (c) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the Confidentiality Agreement, dated as of May 29, 2007 between Washington Federal and KxxxxXxxxx, Bxxxxxxx Xxxxxxxx & WxxxxXxxxx, Inc. on behalf of First Mutual (the “Confidentiality Agreement”). (d) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (e) First Mutual shall allow a representative of Washington Federal to attend as an observer all First Mutual Board and First Mutual Board committee meetings as well as all Board of Directors and Board of Director committee meetings for each Subsidiary of First Mutual (including, without limitation, loan committee meetings), except that no Washington Federal representative will be entitled to attend any meeting in which the First Mutual Board considers the Merger or an Acquisition Proposal. First Mutual shall give reasonable notice to Washington Federal of any such meeting and, if known, the agenda for or business to be discussed at such meeting. First Mutual shall also provide to Washington Federal all written agendas and meeting or written consent materials provided to the directors of First Mutual and each First Mutual Subsidiary in connection with Board and committee meetings. All information obtained by Washington Federal at these meetings shall be treated in confidence as provided in this Section 6.06.

Access; Information. (a) First Mutual The Company agrees that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, it shall afford Washington Federal HEOP and Washington FederalHEOP’s officers, employees, counsel, accountants and other authorized representatives such Representatives reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systemsContracts, properties, personnel and advisors of First Mutual the Company and to such other information relating to First Mutual the Company and the Company Subsidiaries as Washington Federal HEOP may reasonably request andrequest, during such periodand the Company further agrees to continue to respond to, it shall support and work with HEOP and its advisors with respect to the reasonable due diligence requests of HEOP.. The Company agrees to furnish promptly to Washington Federal HEOP (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state securities laws and federal or and state banking, lending, consumer finance and privacy laws, subject to any applicable restrictions limiting the Company’s ability to furnish to HEOP confidential supervisory information relating to the Company or privacy laws the Company Subsidiaries, and (ii) all other information concerning the business, properties and personnel of First Mutual the Company and the Company Subsidiaries as Washington Federal HEOP may reasonably request. The Company also agrees to furnish to HEOP a copy of (I) each report, schedule, registration statement and other document required to be furnished, filed or otherwise submitted during such period pursuant to the requirements of federal securities laws and federal and state banking, lending, consumer finance and privacy laws at least three (3) Business Days in advance of the date of submission so that HEOP will have the opportunity to review the same and offer any comments it may have in advance of submission, and (II) monthly financial statements for the Company and the Company Bank within fifteen (15) days of the end of the month covered by such financial statements. (b) During Without limiting the period from the date generality of this Agreement Section 6.04(a), prior to the Effective Time, First Mutual shallHEOP and HEOP’s Representatives shall have the right to conduct a review to determine (i) that the assets, books, records and operations of the Company are in satisfactory condition and will not in an other than immaterial way adversely impact HEOP after consummation of the transactions contemplated hereby and (ii) the accuracy of the representations and warranties and the satisfaction of the conditions to closing as provided hereunder. (c) The Company agrees that, subject to applicable Laws, it shall cooperate in good faith with HEOP on operating issues which HEOP identifies take priority, including developing and implementing plans for integration and conversion and other matters affecting branches, customers and back office operations. (d) HEOP agrees that, upon the request of Washington Federal, cause one or more of its designated representatives reasonable notice and subject to confer on a monthly or more frequent basis with representatives of Washington Federal regarding its financial condition, operations and business and matters applicable Laws relating to the completion exchange of information, it shall afford the Transaction. As soon Company and its Representatives such access to HEOP’s personnel as the Company may reasonably available, but request and such books and records of HEOP as is substantially similar in no event more than 40 days after scope as provided to the end of each calendar quarter ending after Company in its due diligence review prior to the date of this Agreement (other than the last quarter of each fiscal year ending December 31), First Mutual will deliver to Washington Federal its consolidated statement of financial condition and consolidated statements of income, changes in stockholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP and, as soon as reasonably available, but in no event more than 75 days after the end of each fiscal year, First Mutual will deliver to Washington Federal its consolidated statement of financial condition and consolidated statements of income, changes in stockholders’ equity and cash flows for such year prepared in accordance with GAAP. Within 15 days after the end of each month, First Mutual will deliver to Washington Federal a consolidated statement of financial condition and consolidated statement of income, without related notes, for such month prepared in accordance with GAAPAgreement. (ce) All information furnished pursuant to this Section 6.06 6.04 shall be subject to the provisions of the Confidentiality Agreementletter agreement, dated as of May 29August 27, 2007 2013 between Washington Federal HEOP and Kxxxx, Bxxxxxxx & Wxxxx, Inc. on behalf of First Mutual the Company (the “Confidentiality Agreement”). Such Confidentiality Agreement is hereby amended to incorporate the provisions of Section 9.08 and Section 9.09 of this Agreement and to delete any inconsistent provisions in the Confidentiality Agreement. (df) No investigation by any either party of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements business and affairs of the other parties set forth herein. (e) First Mutual party shall allow a representative of Washington Federal affect or be deemed to attend as an observer all First Mutual Board and First Mutual Board committee meetings as well as all Board of Directors and Board of Director committee meetings for each Subsidiary of First Mutual (includingmodify or waive any representation, without limitationwarranty, loan committee meetings), except that no Washington Federal representative will be entitled to attend any meeting in which the First Mutual Board considers the Merger covenant or an Acquisition Proposal. First Mutual shall give reasonable notice to Washington Federal of any such meeting and, if known, the agenda for or business to be discussed at such meeting. First Mutual shall also provide to Washington Federal all written agendas and meeting or written consent materials provided to the directors of First Mutual and each First Mutual Subsidiary in connection with Board and committee meetings. All information obtained by Washington Federal at these meetings shall be treated in confidence as provided agreement in this Section 6.06Agreement, or the conditions to such party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) First Mutual SDTB agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Washington Federal PPBI and Washington Federal’s Pacific Premier's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of First Mutual SDTB and to such other information relating to First Mutual SDTB as Washington Federal PPBI may reasonably request and, during such period, it shall furnish promptly to Washington Federal PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state securities laws and federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of First Mutual SDTB as Washington Federal PPBI may reasonably request, except for Redacted Information. Notwithstanding the preceding sentence, SDTB shall use its reasonable best efforts to provide PPBI with substitute disclosure of Redacted Information. (b) During the period from the date of this Agreement to the Effective Time, First Mutual SDTB shall, upon the request of Washington FederalPPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Washington Federal PPBI regarding its financial condition, operations and business and matters relating to the completion of the Transaction. As soon as reasonably available, but in no event more than 40 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), First Mutual SDTB will deliver to Washington Federal PPBI its consolidated statement of financial condition and consolidated statements of income, changes in stockholders’ shareholders' equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP and, as soon as reasonably available, but in no event more than 75 30 days after the end of each fiscal year, First Mutual SDTB will deliver to Washington Federal PPBI its consolidated statement of financial condition and consolidated statements of income, changes in stockholders’ shareholders' equity and cash flows for such year prepared in accordance with GAAP. Within 15 seven (7) days after the end of each month, First Mutual SDTB will deliver to Washington Federal PPBI a consolidated statement of financial condition and consolidated statement of income, without related notes, for such month prepared in accordance with GAAP. (c) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the Confidentiality and Non-Disclosure Agreement, dated as of May October 29, 2007 2012 between Washington Federal PPBI and Kxxxx, Bxxxxxxx & Wxxxx, Inc. on behalf of First Mutual SDTB (the “"Confidentiality Agreement”"). (d) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (e) First Mutual shall allow a representative of Washington Federal to attend as an observer all First Mutual Board and First Mutual Board committee meetings as well as all Board of Directors and Board of Director committee meetings for each Subsidiary of First Mutual (including, without limitation, loan committee meetings), except that no Washington Federal representative will be entitled to attend any meeting in which the First Mutual Board considers the Merger or an Acquisition Proposal. First Mutual shall give reasonable notice to Washington Federal of any such meeting and, if known, the agenda for or business to be discussed at such meeting. First Mutual shall also provide to Washington Federal all written agendas and meeting or written consent materials provided to the directors of First Mutual and each First Mutual Subsidiary in connection with Board and committee meetings. All information obtained by Washington Federal at these meetings shall be treated in confidence as provided in this Section 6.06.

Access; Information. (a) First Mutual CCFC agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Washington Federal FCBI and Washington FederalFCBI’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors (which CCFC shall use its reasonable best efforts to obtain from its independent auditors)), systems, properties, personnel and advisors of First Mutual CCFC and to such other information relating to First Mutual CCFC as Washington Federal FCBI may reasonably request and, during such period, it shall furnish promptly to Washington Federal FCBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state securities laws and federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of First Mutual CCFC as Washington Federal FCBI may reasonably request. (b) During the period from the date of this Agreement to the Effective Time, First Mutual CCFC shall, upon the request of Washington FederalFCBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Washington Federal FCBI regarding its financial condition, operations and business and matters relating to the completion of the Transaction. As soon as reasonably available, but in no event more than 40 30 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), First Mutual CCFC will deliver to Washington Federal FCBI its consolidated statement statements of financial condition and consolidated statements of operations and comprehensive income, changes in statements of stockholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP and, as soon as reasonably available, but in no event more than 75 60 days after the end of each fiscal year, First Mutual CCFC will deliver to Washington Federal FCBI its consolidated statement statements of financial condition and consolidated statements of operations and comprehensive income, changes in statements of stockholders’ equity and cash flows for such year prepared in accordance with GAAP. Within 15 days after the end of each month, First Mutual CCFC will deliver to Washington Federal FCBI a consolidated statement statements of financial condition and consolidated statement of operations and comprehensive income, without related notes, for such month prepared in accordance with GAAP. (c) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the Confidentiality Agreement, dated as of May 29April 25, 2007 2008 between Washington Federal FCBI and KxxxxXxxx Xxxxxx Xxxxxx & Xxxxxx, Bxxxxxxx & WxxxxInc., Inc. on behalf of First Mutual CCFC (the “Confidentiality Agreement”). (d) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (e) First Mutual CCFC shall allow a representative of Washington Federal FCBI to attend as an observer all First Mutual CCFC Board and First Mutual CCFC Board committee meetings as well as all Board of Directors and Board of Director committee meetings for each Subsidiary of First Mutual CCFC (including, without limitation, loan committee meetings), except that no Washington Federal FCBI representative will be entitled to attend any meeting in which the First Mutual CCFC Board considers the Merger or Merger, an Acquisition ProposalProposal or a Change in Recommendation. First Mutual CCFC shall give reasonable notice to Washington Federal FCBI of any such meeting and, if known, the agenda for or business to be discussed at such meeting. First Mutual CCFC shall also provide to Washington Federal FCBI all written agendas and meeting or written consent materials provided to the directors of First Mutual CCFC and each First Mutual CCFC Subsidiary in connection with Board and committee meetings. All information obtained by Washington Federal FCBI at these meetings shall be treated in confidence as provided in this Section 6.06.

Access; Information. (a) First Mutual HEOP agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Washington Federal PPBI and Washington FederalPPBI’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of First Mutual HEOP and its Subsidiaries and to such other information relating to First Mutual HEOP and its Subsidiaries as Washington Federal PPBI may reasonably request request, provided that PPBI shall coordinate any and all meetings with HEOP personnel with one or more designated representatives of HEOP, and, during such period, it HEOP shall furnish promptly to Washington Federal PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state securities laws and federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of First Mutual HEOP and its Subsidiaries as Washington Federal PPBI may reasonably request. Notwithstanding the foregoing, HEOP shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of HEOP or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any such event, HEOP will work in good faith with PPBI to make appropriate substitute disclosure arrangements. (b) During the period from the date of this Agreement to the Effective Time, First Mutual HEOP shall, upon the request of Washington FederalPPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Washington Federal PPBI regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. As Subject to applicable law, as soon as reasonably available, but in no event more than 40 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), First Mutual HEOP will deliver to Washington Federal PPBI its consolidated statement of financial condition balance sheet and consolidated statements of income, comprehensive income, changes in stockholdersshareholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP GAAP, and, as soon as reasonably available, but in no event more than 75 30 days after the end of each fiscal year, First Mutual HEOP will deliver to Washington Federal PPBI its consolidated statement of financial condition balance sheet and consolidated statements of income, changes in stockholders’ equity and comprehensive income and cash flows for such year prepared in accordance with GAAP. Within Subject to applicable law, within 15 days after the end of each month, First Mutual HEOP will deliver to Washington Federal PPBI a consolidated statement of financial condition balance sheet and consolidated statement statements of income, without related notes, for such month prepared in accordance with GAAP. (c) PPBI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford HEOP and HEOP’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of PPBI and its Subsidiaries and to such other information relating to PPBI and its Subsidiaries as HEOP may reasonably request, provided that HEOP shall coordinate any and all meetings with PPBI personnel with one or more designated representatives of PPBI, and, during such period, PPBI shall furnish promptly to HEOP (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of PPBI and its Subsidiaries as HEOP may reasonably request. Notwithstanding the foregoing, PPBI shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of PPBI or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any such event, PPBI will work in good faith with HEOP to make appropriate substitute disclosure arrangements. (d) During the period from the date of this Agreement to the Effective Time, PPBI shall, upon the request of HEOP, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of HEOP regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), PPBI will deliver to HEOP its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, PPBI will deliver to HEOP its consolidated balance sheet and consolidated statements of income, changes in stockholders’ equity and comprehensive income and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within 15 days after the end of each month, PPBI will deliver to HEOP a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP. (e) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the Mutual Confidentiality and Non-Disclosure Agreement, dated as of May 29August 23, 2007 2016 by and between Washington Federal PPBI and Kxxxx, Bxxxxxxx & Wxxxx, Inc. on behalf of First Mutual HEOP (the “Confidentiality Agreement”). (df) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (e) First Mutual shall allow a representative of Washington Federal to attend as an observer all First Mutual Board and First Mutual Board committee meetings as well as all Board of Directors and Board of Director committee meetings for each Subsidiary of First Mutual (including, without limitation, loan committee meetings), except that no Washington Federal representative will be entitled to attend any meeting in which the First Mutual Board considers the Merger or an Acquisition Proposal. First Mutual shall give reasonable notice to Washington Federal of any such meeting and, if known, the agenda for or business to be discussed at such meeting. First Mutual shall also provide to Washington Federal all written agendas and meeting or written consent materials provided to the directors of First Mutual and each First Mutual Subsidiary in connection with Board and committee meetings. All information obtained by Washington Federal at these meetings shall be treated in confidence as provided in this Section 6.06.

Access; Information. (a) First Mutual CFC agrees that to use its best efforts, upon reasonable notice and subject to applicable laws relating to the exchange of information, it to, and shall cause its Subsidiaries to, afford Washington Federal Opus and Washington Federal’s Opus’ officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of First Mutual CFC and to such other information relating to First Mutual CFC and its Subsidiaries as Washington Federal Opus may reasonably request and, during such period, it shall to furnish promptly to Washington Federal Opus (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state securities laws and federal or state banking, lending, consumer finance or privacy laws laws, subject to any applicable restrictions that limit CFC’s ability to furnish to Opus confidential supervisory information relating to CFC or its Subsidiaries, and (ii) all other information concerning the business, properties and personnel of First Mutual CFC and its Subsidiaries as Washington Federal Opus may reasonably request. Notwithstanding the foregoing, except as set forth in Section 6.07 hereof, CFC shall not be required to furnish any information regarding CFC Board deliberations concerning the transactions contemplated by this Agreement or with respect to an Acquisition Proposal. (b) During the period from the date of this Agreement to the Effective Time, First Mutual shall, upon the request of Washington Federal, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Washington Federal regarding its financial condition, operations and business and matters relating to the completion of the Transaction. As soon as reasonably practicable and as soon as they are available, but in no event more than 40 days 15 days, after the end of each calendar quarter month ending after the date of this Agreement Agreement, CFC shall prepare and furnish to Opus (other than the last quarter of each fiscal year ending December 31), First Mutual will deliver to Washington Federal its i) an unaudited consolidated statement of financial condition income of CFC and consolidated statements of incomeits Subsidiaries for the month then ended, changes in stockholders’ equity (ii) an unaudited balance sheet for CFC for the month then ended, (iii) an unaudited balance sheet for Cascade Bank for the month then ended and cash flows, without related notes, for such quarter prepared in accordance with GAAP and, as soon as reasonably available, but in no event more than 75 days after (iv) any key internal management reports relating to the end of each fiscal year, First Mutual will deliver to Washington Federal its consolidated statement of financial condition and consolidated statements of income, changes in stockholders’ equity and cash flows for such year prepared in accordance with GAAP. Within 15 days after the end of each month, First Mutual will deliver to Washington Federal a consolidated statement of financial condition and consolidated statement of income, without related notes, for such month prepared in accordance with GAAPforegoing. (c) From the date of this Agreement until the Effective Time, the Opus senior manager responsible for the integration of CFC and Cascade Bank with Opus shall confer with CFC and Cascade Bank senior management on a regular basis regarding the business and operations of Opus and CFC. (d) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the Confidentiality Agreementletter agreement, dated as of May 29October 26, 2007 2010 between Washington Federal Opus and Kxxxx, Bxxxxxxx & Wxxxx, Inc. on behalf of First Mutual CFC (the “Confidentiality Agreement”). Such Confidentiality Agreement is hereby amended to incorporate the provisions of Section 9.04 and Section 9.09 of this Agreement and to delete any inconsistent provisions in the Confidentiality Agreement. (de) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (e) First Mutual shall allow a representative of Washington Federal to attend as an observer all First Mutual Board and First Mutual Board committee meetings as well as all Board of Directors and Board of Director committee meetings for each Subsidiary of First Mutual (including, without limitation, loan committee meetings), except that no Washington Federal representative will be entitled to attend any meeting in which the First Mutual Board considers the Merger or an Acquisition Proposal. First Mutual shall give reasonable notice to Washington Federal of any such meeting and, if known, the agenda for or business to be discussed at such meeting. First Mutual shall also provide to Washington Federal all written agendas and meeting or written consent materials provided to the directors of First Mutual and each First Mutual Subsidiary in connection with Board and committee meetings. All information obtained by Washington Federal at these meetings shall be treated in confidence as provided in this Section 6.06.

Access; Information. (a) First Mutual SCB agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Washington Federal PPBI and Washington FederalPacific Premier’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of First Mutual SCB and its Subsidiaries and to such other information relating to First Mutual SCB and its Subsidiaries as Washington Federal PPBI may reasonably request and, during such period, it shall furnish promptly to Washington Federal PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state securities laws and federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of First Mutual SCB and its Subsidiaries as Washington Federal PPBI may reasonably request. (b) During the period from the date of this Agreement to the Effective Time, First Mutual SCB shall, upon the request of Washington FederalPPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Washington Federal PPBI regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. As soon as reasonably available, but in no event more than 40 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), First Mutual SCB will deliver to Washington Federal PPBI its consolidated statement of financial condition balance sheet and consolidated statements of income, comprehensive income, changes in stockholdersshareholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP GAAP, and, as soon as reasonably available, but in no event more than 75 30 days after the end of each fiscal year, First Mutual SCB will deliver to Washington Federal PPBI its consolidated statement of financial condition balance sheet and consolidated statements of income, changes in stockholders’ equity and comprehensive income and cash flows for such year prepared in accordance with GAAP. Within 15 days after the end of each month, First Mutual SCB will deliver to Washington Federal PPBI a consolidated statement of financial condition balance sheet and consolidated statement statements of income, without related notes, for such month prepared in accordance with GAAP. (c) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the Mutual Confidentiality and Non-Disclosure Agreement, dated as of May 2913, 2007 2015 by and between Washington Federal PPBI, Pacific Premier, SCB and Kxxxx, Bxxxxxxx & Wxxxx, Inc. on behalf of First Mutual Security Bank (the “Confidentiality Agreement”). (d) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (e) First Mutual shall allow a representative of Washington Federal to attend as an observer all First Mutual Board and First Mutual Board committee meetings as well as all Board of Directors and Board of Director committee meetings for each Subsidiary of First Mutual (including, without limitation, loan committee meetings), except that no Washington Federal representative will be entitled to attend any meeting in which the First Mutual Board considers the Merger or an Acquisition Proposal. First Mutual shall give reasonable notice to Washington Federal of any such meeting and, if known, the agenda for or business to be discussed at such meeting. First Mutual shall also provide to Washington Federal all written agendas and meeting or written consent materials provided to the directors of First Mutual and each First Mutual Subsidiary in connection with Board and committee meetings. All information obtained by Washington Federal at these meetings shall be treated in confidence as provided in this Section 6.06.