Common use of Access; Information Clause in Contracts

Access; Information. (a) Each of Alliance and COFI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's Representatives, such access during normal business hours throughout the period prior to the Effective Time to its and its Subsidiaries books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and to such other information as the other party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities, thrift, or banking laws, and (ii) all other information concerning the business, properties and personnel of it and its Subsidiaries as the other party may reasonably request. Alliance shall also permit COFI or its environmental consultant, at the sole expense of COFI, to conduct environmental audits, studies and tests on real property currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them have a Lien; provided however COFI shall not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or in the absence thereof based upon the advise of COFI's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's sole expense), COFI shall indemnify Alliance for all costs and expenses associated with returning the property to its previous condition. Alliance shall provide copies to COFI of any phase I site assessments or other environmental reports in its or its Subsidiaries' possession or control with respect to any real property previously or currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them has a Lien. (b) Each of Alliance and COFI agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by any party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each of Alliance and COFI shall promptly furnish each other with copies of all monthly and other interim financial statements produced by it or any of its Subsidiaries in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of Alliance and COFI Party agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Party and the other party's its Representatives, such access during normal business hours throughout the period prior to the Effective Time to its and its Subsidiaries Subsidiaries’ books, records (including, without limitation, including Tax Returns and work papers of independent auditors), properties, personnel and to such other information as the other party may be reasonably request requested and, during such period, it shall furnish as promptly as reasonable to such the other party Party or its Representatives (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities, thrift, securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it and its Subsidiaries as the other party Party or its Representatives may reasonably request. Alliance MFB shall also permit COFI or its an independent expert environmental consultantconsulting firm, mutually selected by the Parties within twenty (20) days from the date hereof (the “Independent Expert”), at the sole expense of COFIMutualFirst, to conduct such phase I and/or phase II environmental audits, studies and tests (the “Environmental Studies”) on the real property currently owned, controlled, leased or used properties owned by Alliance MFB or any of its Subsidiaries or upon which as necessary for such Independent Expert to provide its opinion as to the Required Environmental Expenditures, as defined below (the “Expert’s Opinion”). The Independent Expert shall deliver to the Parties the Expert’s Opinion in writing no later than ninety (90) days from the date hereof. MFB shall have fifteen (15) business days from the date of receipt of any Expert’s Opinion to review such opinion and deliver notice to the Independent Expert and MutualFirst of them have a Lien; provided however COFI any dissatisfaction with the contents of the opinion (each such notice, an “MFB Objection Notice”). Within fifteen (15) business days thereafter, MFB and MutualFirst shall not conduct any subsurface or phase II environmental assessments on any use their reasonable best efforts to resolve all objections contained in an MFB Objection Notice (such property unless fifteen-day period referred to herein as the phase I environmental assessment (or in “Resolution Period”). The term “Required Environmental Expenditures” means the absence thereof Independent Expert’s good faith estimate, based upon the advise results of COFI's environmental consultant) indicates a reasonable basis the Environmental Studies, of the dollar amount, if any, that MFB and its Subsidiaries would be required to expend for conducting further assessmentsclean up, studies remediation and penalties relating to Materials of Environmental Concern with respect to their own real properties or testingany adjoining properties. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's MutualFirst’s sole expense), COFI MutualFirst shall indemnify Alliance MFB and its Subsidiaries for all costs and expenses associated with returning the property to its previous condition. Alliance shall provide copies to COFI Time is of any phase I site assessments or other environmental reports in its or its Subsidiaries' possession or control with respect to any real property previously or currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them has a Lien. (b) Each of Alliance and COFI agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior the essence relating to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by any party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party's obligation to consummate the transactions contemplated by this Agreementforegoing environmental matters. (c) During the period from the date of this Agreement to the Effective Time, each of Alliance and COFI shall promptly furnish each other with copies of all monthly and other interim financial statements produced by it or any of its Subsidiaries in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of Alliance and COFI Party agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Party and the other party's its Representatives, such access during normal business hours throughout the period prior to the Effective Time to its and its Subsidiaries Subsidiaries’ books, records (including, without limitation, including Tax Returns and work papers of independent auditors), properties, personnel and to such other information as the other party may be reasonably request requested and, during such period, it shall furnish as promptly as reasonable to such the other party Party or its Representatives (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities, thrift, securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it and its Subsidiaries as the other party Party or its Representatives may reasonably request. Alliance MFB shall also permit COFI or its an independent expert environmental consultantconsulting firm, mutually selected by the Parties within twenty (20) days from the date hereof (the “Independent Expert”), at the sole expense of COFIMutualFirst, to conduct such phase I and/or phase II environmental audits, studies and tests (the “Environmental Studies”) on the real property currently owned, controlled, leased or used properties owned by Alliance MFB or any of its Subsidiaries or upon which as necessary for such Independent Expert to provide its opinion as to the Required Environmental Expenditures, as defined below (the “Expert’s Opinion”). The Independent Expert shall deliver to the Parties the Expert’s Opinion in writing no later than ninety (90) daysfrom the date hereof. MFB shall have fifteen (15) business days from the date of receipt of any Expert’s Opinion to review such opinion and deliver notice to the Independent Expert and MutualFirst of them have a Lien; provided however COFI any dissatisfaction with the contents of the opinion (each such notice, an “MFB Objection Notice”). Within fifteen (15) business days thereafter, MFB and MutualFirst shall not conduct any subsurface or phase II environmental assessments on any use their reasonable best efforts to resolve all objections contained in an MFB Objection Notice (such property unless fifteen-day period referred to herein as the phase I environmental assessment (or in “Resolution Period”). The term “Required Environmental Expenditures” means the absence thereof Independent Expert’s good faith estimate, based upon the advise results of COFI's environmental consultant) indicates a reasonable basis the Environmental Studies, of the dollar amount, if any, that MFB and its Subsidiaries would be required to expend for conducting further assessmentsclean up, studies remediation and penalties relating to Materials of Environmental Concern with respect to their own real properties or testingany adjoining properties. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's MutualFirst’s sole expense), COFI MutualFirst shall indemnify Alliance MFB and its Subsidiaries for all costs and expenses associated with returning the property to its previous condition. Alliance shall provide copies to COFI Time is of any phase I site assessments or other environmental reports in its or its Subsidiaries' possession or control with respect to any real property previously or currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them has a Lien. (b) Each of Alliance and COFI agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior the essence relating to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by any party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party's obligation to consummate the transactions contemplated by this Agreementforegoing environmental matters. (c) During the period from the date of this Agreement to the Effective Time, each of Alliance and COFI shall promptly furnish each other with copies of all monthly and other interim financial statements produced by it or any of its Subsidiaries in the ordinary course of business as the same shall become available.

Access; Information. (a) Each of Alliance and COFI HEOP agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the PPBI and PPBI’s officers, employees, counsel, accountants and other party and the other party's Representatives, authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its and its Subsidiaries the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of HEOP and its Subsidiaries and to such other information relating to HEOP and its Subsidiaries as the other party 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 such other party PPBI (i) a copy of each material report, schedule schedule, registration statement and other document filed by it or any of its Subsidiaries received during such period pursuant to the requirements of federal or state banking, lending, securities, thrift, consumer finance or banking laws, privacy laws and (ii) all other information concerning the business, properties and personnel of it HEOP and its Subsidiaries as the other party PPBI may reasonably request. Alliance Notwithstanding the foregoing, HEOP shall also permit COFI not be required to provide access to or its environmental consultant, at disclose information where such access or disclosure would jeopardize the sole expense attorney-client privilege of COFI, to conduct environmental audits, studies and tests on real property currently owned, controlled, leased or used by Alliance HEOP or any of its Subsidiaries or upon which any of them have a Lien; provided however COFI shall not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or other Person in the absence thereof based upon the advise of COFI's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's sole expense), COFI shall indemnify Alliance for all costs and expenses associated with returning the property to its previous condition. Alliance shall provide copies to COFI of any phase I site assessments or other environmental reports in its or its Subsidiaries' 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 respect PPBI to any real property previously or currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them has a Lienmake appropriate substitute disclosure arrangements. (b) Each of Alliance and COFI agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by any party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each HEOP shall, upon the request of Alliance PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its (c) PPBI agrees that upon reasonable notice and COFI subject to applicable laws relating to the exchange of information, it shall promptly furnish each other with copies of all monthly afford HEOP and HEOP’s officers, employees, counsel, accountants and other interim financial statements produced by it 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 Subsidiaries 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 ordinary course end of business 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 same end of each fiscal year, PPBI will deliver to HEOP its consolidated balance sheet and consolidated statements of income, changes in stockholders’ equity and comprehensive (e) All information furnished pursuant to this Section 6.06 shall become availablebe subject to the provisions of the Mutual Confidentiality and Non-Disclosure Agreement, dated as of August 23, 2016 by and between PPBI and HEOP (the “Confidentiality Agreement”). (f) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein.

Access; Information. (a) Each of Alliance and COFI Seller agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party Purchaser and the other party's its Representatives, such access during normal business hours throughout the period prior to the Effective Time to its and its Subsidiaries books, records (including, without limitation, including Tax Returns and work papers of independent auditors), properties, personnel and to such other information as the other party Purchaser or its Representatives may reasonably request and, during such period, it shall furnish as promptly as reasonable to such other party Purchaser or its Representatives (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities, thrift, securities or banking thrift laws, and (ii) all other information concerning the business, properties and personnel of it and its Subsidiaries as the other party Purchaser or its Representatives may reasonably request. Alliance Seller shall also permit COFI Purchaser or its environmental consultant, at the sole expense of COFIPurchaser, to conduct phase I and phase II environmental audits, studies and tests on real property currently owned, controlled, leased or used by Alliance Seller or any of its Subsidiaries or upon which any of them have a LienSubsidiaries; provided however COFI Purchaser shall not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or in the absence thereof based upon the advise of COFIPurchaser's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFIPurchaser's sole expense), COFI Purchaser shall indemnify Alliance Seller and its Subsidiaries for all costs and expenses associated with returning the property to its previous condition. Alliance Seller shall use reasonable best efforts to provide to Purchaser, within ten days after the date of this Agreement, copies to COFI of any phase I site assessments or other environmental reports in its or its Subsidiaries' possession or control (which have not been Previously Disclosed) with respect to any real property previously or currently owned, controlled, leased or used by Alliance Seller or any of its Subsidiaries Subsidiaries. Purchaser shall within fifteen days after the date hereof give written notice to Seller of the identity of all real property for which it intends to conduct a phase I environmental study. Within fifteen days after the date hereof Purchaser shall engage an environmental consultant reasonably acceptable to Seller to perform such phase I environmental studies. Purchaser shall use commercially reasonable efforts to cause its environmental consultant to complete and provide Purchaser with its written phase I environmental report(s) or upon which any assessment(s) within thirty days after such consultant is retained. Promptly following the receipt of them has a Lienall phase I environmental reports or assessments (but not later than fifteen days thereafter), Purchaser shall order all applicable phase II environmental studies. Time is of the essence relating to the foregoing environmental matters. (b) Each of Alliance and COFI Purchaser agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the TransactionsMerger. Subject to the requirements of law, each party Purchaser will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such partyit, (ii) becomes available to such party from other sources not known by such party Purchaser to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains Seller or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedterminated, each party Purchaser shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto Seller and its Subsidiaries to be returned to the party which furnished the sameSeller or certify as to their destruction. No investigation by any party Purchaser or its Representatives of the business and affairs of the other Seller or its Subsidiaries shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement of Seller in this Agreement, or any of the conditions to any partyPurchaser's obligation to consummate the transactions contemplated by this AgreementMerger. (c) During Notwithstanding anything contained herein to the period from contrary, neither Seller nor any of its Subsidiaries shall be required to provide access or disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the Person in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement to the Effective Time, each of Alliance and COFI shall promptly furnish each other with copies of all monthly and other interim financial statements produced by it or any of its Subsidiaries in the ordinary course of business as the same shall become availablebusiness.

Access; Information. (a) Each of Alliance and COFI Seller agrees that upon reasonable notice and subject to applicable laws Applicable Law relating to the exchange of information, it shall will afford the other party Purchaser, and the other party's Purchaser’s Representatives, such access during normal business hours throughout the period prior before the Closing to the Effective Time to its and its Subsidiaries books, records (including, without limitation, including Tax Returns and work papers of independent auditors), properties, personnel and to such other information as the other party Purchaser may reasonably request and, during such period, it shall will furnish promptly to such other party Purchaser (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal Applicable Law respecting banking or state securities, thrift, or banking laws, and (ii) all other information concerning the business, properties and personnel of it and its Subsidiaries as the other party Purchaser may reasonably request. Alliance shall also permit COFI Neither Purchaser nor any Seller will be required to afford access or its environmental consultantdisclose information that would jeopardize attorney-client privilege. To the extent possible, at the sole expense of COFI, to conduct environmental audits, studies and tests on real property currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them have a Lien; provided however COFI shall not conduct any subsurface or phase II environmental assessments on any such property unless parties will make appropriate substitute arrangements in circumstances where the phase I environmental assessment (or in the absence thereof based upon the advise of COFI's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's sole expense), COFI shall indemnify Alliance for all costs and expenses associated with returning the property to its previous condition. Alliance shall provide copies to COFI of any phase I site assessments or other environmental reports in its or its Subsidiaries' possession or control with respect to any real property previously or currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them has a Liensentence applies. (b) Each of Alliance and COFI agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by any party Purchaser of the business and affairs of the other shall any Seller, pursuant to this Section 6.08 or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party's Purchaser’s obligation to consummate the transactions contemplated by this Agreementhereby. (c) During the period from the date of this Agreement Each party shall hold, and shall cause its respective Affiliates and Representatives to hold, in strict confidence, except to the Effective Timeextent necessary to discharge obligations pursuant to Section 6.04 or unless compelled to disclose by judicial or administrative process or, based on the advice of its counsel, by other requirements of Applicable Law or the applicable Governmental Entity, all non-public records, books, contracts, instruments, computer data and other data and information, including Trade Secrets (each, whether oral or written and collectively, “Confidential Information”), concerning Purchaser, in the case of the Sellers, and concerning the Sellers, in the case of Purchaser, furnished to it by or on behalf of Purchaser, in the case of the Sellers, or the Sellers, in the case of Purchaser, or, in each case, any Affiliate or Representative thereof or otherwise in connection with the transactions contemplated hereby and any related integration or transition planning, it being understood that each party and its respective Affiliates and Representatives will use reasonable best efforts to preserve the confidential treatment of such Confidential Information (except to the extent that such Confidential Information can be shown to have been (i) previously known by such party on a non-confidential basis, (ii) independently developed by a party or its Representatives without use of Confidential Information, (iii) in the public domain through no fault of such party or (iv) later lawfully acquired from other sources, which are not prohibited from disclosing such information by a known contractual, legal, agency or fiduciary obligation, by the party to which it was furnished), and shall not release or disclose such Confidential Information to any other person, except its Representatives who (A) in its judgment need to know such information for the purpose of evaluating, negotiating, or consummating the transactions contemplated hereby, (B) are informed by it of the confidential nature of such information, and (C) agree or are required by internal policies or fiduciary or other legal obligations to keep such information confidential. (d) At any time upon Purchaser’s written request, but in any event after the Closing, each Seller shall destroy or cause to be destroyed, all Confidential Information concerning Purchaser (and, following the Closing, all Confidential Information concerning the Bank) in the possession of Alliance and COFI shall promptly furnish each other with copies of all monthly and other interim financial statements produced by it such Seller or any of its Subsidiaries Affiliates and Representatives, and, if requested by Purchaser, Shareholder will deliver a certificate certifying compliance with this provision on behalf of each of the Sellers. To the extent permitted by Applicable Law, each party will notify the other party promptly upon becoming aware that any of the Confidential Information has been disclosed to or obtained by a third party (other than as permitted by this Section 6.08). If this Agreement is terminated pursuant to its terms, each party agrees to promptly destroy all Confidential Information in its and its Affiliates’ possession and, if requested by another party, will deliver a certificate of a senior officer certifying compliance with this provision. (e) Subject to its confidentiality obligations under this Section 6.08, each party and each of its respective Representatives (i) may retain Confidential Information of the ordinary course other parties to the extent consistent with its compliance or record-retention policies or procedures or any legal requirement or standard and (ii) is not obligated to destroy any Confidential Information of business as the same shall become availableother parties that may be contained in its electronic back-up systems established for archival or disaster-recovery purposes.

Access; Information. (a) Each of Alliance and COFI agrees that upon Upon reasonable notice from Plumas and subject to applicable laws Laws relating to the exchange of information, it Feather River shall afford the Plumas and its respective officers, employees, counsel, accountants and other party and the other party's Representatives, authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its and its Subsidiaries the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and advisors of Feather River and its Subsidiaries and to such other information relating to Feather River and its Subsidiaries as Plumas may reasonably request (subject to any reasonable restrictions imposed by Plumas or Feather River with respect to in-person access in light of COVID-19 concerns), and, during such period, it shall furnish to Plumas all information concerning the business, properties and personnel of Feather River and its Subsidiaries as Plumas may reasonably request. Upon reasonable notice from Feather River and subject to applicable Laws relating to the exchange of information, Plumas shall afford Feather River and its officers, employees, counsel, accountants and other party authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and advisors of Plumas and its Subsidiaries and to such other information relating to Plumas and its Subsidiaries as Feather River may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities, thrift, or banking laws, and (ii) Feather River all other information concerning the business, properties and personnel of it Plumas and its Subsidiaries as the other party Feather River may reasonably request. Alliance shall also permit COFI or Plumas will use its environmental consultant, at reasonable best efforts not to disrupt the sole expense normal business operations of COFI, to conduct environmental audits, studies and tests on real property currently owned, controlled, leased or used by Alliance Feather River or any of its Subsidiaries or upon which any of them have a Lien; provided however COFI shall not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or in the absence thereof based upon the advise of COFI's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testingSubsidiaries. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's sole expense), COFI shall indemnify Alliance for all costs and expenses associated with returning the property to its previous condition. Alliance shall provide copies to COFI of any phase I site assessments or other environmental reports in its or its Subsidiaries' possession or control with respect to any real property previously or currently owned, controlled, leased or used by Alliance or Neither Feather River nor any of its Subsidiaries shall be required to provide access or upon which disclose information where such access or disclosure would jeopardize attorney-client privilege of the institution 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, Order, judgement, decree, fiduciary duty or binding agreement entered into prior to the date of them has a Lienthis Agreement provided that in any event, Feather River will work with Plumas in good faith to make appropriate substitute disclosure arrangements. (b) Each of Alliance and COFI agrees that it will notFeather River shall cooperate, and will use its reasonable best efforts to cause its Representatives not toindependent auditor to cooperate, use any information obtained pursuant at Feather River’s expense, with Plumas and its independent auditor in order to this Section 6.05 (as well as any other information obtained prior enable Plumas and its Affiliates to the date hereof prepare financial statements, including, without limitation, pro forma financial information, for Feather River and its Subsidiaries that may be required by Plumas in connection with the entering into filing of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof regulatory applications with Governmental Authorities or otherwise required in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by any party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party's obligation to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Feather River agrees that it will execute and deliver, and cause its officers to execute and deliver (including former officers of Feather River after the Closing), such “representation” letters as are customarily delivered in connection with audits and as the independent auditors or Plumas may reasonably request under the circumstances. Feather River shall also undertake all commercially reasonable efforts to complete the audit of its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) as of and for the year ended December 31, 2020 (the “2020 Audited Financial Statements”), as promptly as practicable after completion of the audit scheduled for March 29, 2021, but in no event later than April 30, 2021. (c) Feather River will furnish to Plumas a complete and accurate list as of the end of each calendar month following the date of this Agreement, within fifteen (15) Business Days after the end of each such calendar month, of (a) all periodic internal credit quality reports of Feather River and its Subsidiaries prepared during such calendar month (which reports will be prepared in a manner consistent with past practices), (b) all loans of Feather River or its Subsidiaries classified as non-accrual, as restructured, as ninety (90) days past due, as still accruing and doubtful of collection or any comparable classification, (c) all OREO, including in-substance foreclosures and real estate in judgment, (d) all new loans; (e) any current repurchase obligations of Feather River or its Subsidiaries with respect to any loans, loan participations or state or municipal obligations or revenue bonds and (f) any standby letters of credit issued by Feather River or its Subsidiaries. With respect to any loans or agreements or commitments to extend credit to one borrower that aggregate, with other loans to the same borrower, more than $500,000, Feather River shall deliver to Plumas, or make accessible to Plumas through remote communication, on or before delivery of such monthly credit reports, or as soon as practicable thereafter, copies of the documentation, or a summary of the documentation, that served as the basis for the decision to make such loan or extension of credit. During the period from the date of this Agreement to the Effective Time, Feather River and its Subsidiaries shall, upon the request of Plumas, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Plumas regarding its consolidated financial condition, operations and business and matters relating to the completion of the Merger, and will provide such access and support as is reasonably necessary for Plumas to perform audits of the consolidated financial condition, operations and business of Feather River and its Subsidiaries. (d) Feather River shall furnish Plumas with its balance sheets as of the end of each calendar month following the date of Alliance this Agreement and COFI shall promptly furnish the related statements of income, within fifteen (15) Business Days after the end of each other with copies of all monthly and other interim such calendar month. Such financial statements produced shall be prepared on a basis consistent with its quarterly unaudited financial statements and on a consistent basis during the periods involved and shall fairly present the consolidated financial position of Feather River as of the dates thereof and the consolidated results of operations of Feather River for the periods then ended. Feather River shall also provide to Plumas, promptly and in any event within fifteen (15) Business Days of the end of each month after the date of this Agreement, a listing of any increases in compensation granted to employees generally and to any management employee specifically, and a list of any employment terminations or new hires. (e) From time to time prior to the Effective Time, Feather River will promptly supplement or amend the Disclosure Schedule delivered in connection herewith with respect to any material matter hereafter arising which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule or which is necessary to correct any information in such Disclosure Schedule which has been rendered inaccurate thereby. No supplement or amendment to such Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article VII; provided, however, that the contents of any supplement or amendment shall not otherwise be deemed a breach of a representation or warranty, including for purposes of Section 8.1(b)(ii), unless such supplement or amendment contains a fact, circumstance or event that individually, or taken together with all other facts, circumstances and events has resulted in or has had, or is reasonably expected to have or result in a Material Adverse Effect. From time to time prior to the Effective Time, Plumas will promptly supplement or amend the Disclosure Schedule delivered in connection herewith with respect to any material matter hereafter arising which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule or which is necessary to correct any information in such Disclosure Schedule which has been rendered inaccurate thereby. No supplement or amendment to such Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article VII; provided, however, that the contents of any supplement or amendment shall not otherwise be deemed a breach of a representation or warranty, including for purposes of Section 8.1(b)(i), unless such supplement or amendment contains a fact, circumstance or event that individually, or taken together with all other facts, circumstances and events has resulted in or has had, or is reasonably expected to have or result in a Material Adverse Effect. (f) All information furnished pursuant to this Section 6.4 shall be subject to the provisions of the confidentiality agreement, dated as of July 27, 2020, between Plumas and Feather River (the “Confidentiality Agreement”). (g) No investigation by it or any of its Subsidiaries in the ordinary course parties or their respective representatives shall affect the representations, warranties, covenants or agreements of business as the same shall become availableother parties set forth herein.

Access; Information. (a) Each of Alliance and COFI The Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, but without causing unreasonable disruption to its business, it shall will (and will cause its Subsidiaries to) afford the Acquiror, and officers, employees, counsel, accountants of Acquiror and its Affiliates and other party and the other party's authorized Representatives, such access during normal business hours throughout the period prior to the Effective Time to its and its Subsidiaries Company’s books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and to such other information as the other party Acquiror may reasonably request and, during such period, it shall and the Company will furnish promptly to such other party Acquiror (i1) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities, thrift, securities or banking laws, and (ii2) all other information concerning the business, properties and personnel of it and its Subsidiaries as the other party Acquiror may reasonably request. Alliance Acquiror shall also permit COFI have the opportunity to conduct an environmental assessment of the parcels of real property owned by the Company, Company Bank or its environmental consultanttheir Subsidiaries (which, at for the sole expense avoidance of COFIdoubt, shall not include the property referred to as the “Xxxxxx” site), using a consulting firm or consulting firms reasonably acceptable to the Company. Such assessment shall consist, for each property, of a “phase one” review, to conduct be followed by a “phase two” review where Acquiror, in its reasonable discretion, shall deem necessary, but shall be completed within 90 days of the date hereof. In connection with such assessment, the Company, Company Bank and their Subsidiaries shall cooperate and assist Acquiror’s environmental audits, studies and tests on real property currently owned, controlled, leased consultant or used by Alliance or any consultants in the preparation of its Subsidiaries or upon which any of them have a Lien; provided however COFI shall not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or and make reasonably available its properties, records, documents, consultants and employees. Acquiror and Acquiror Bank shall hold, and shall cause their counsel, accountants and other agents and representatives to hold, all such information and documents in accordance with, and subject to the absence thereof based upon terms of, the advise of COFI's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's sole expense), COFI shall indemnify Alliance for all costs and expenses associated with returning the property to its previous condition. Alliance shall provide copies to COFI of any phase I site assessments or other environmental reports in its or its Subsidiaries' possession or control with respect to any real property previously or currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them has a LienConfidentiality Agreement. (b) Each of Alliance Acquiror will hold confidential any information which is nonpublic and COFI agrees that it will notconfidential to the extent required by, and will cause its Representatives not toin accordance with, use any information obtained pursuant to this Section 6.05 the Confidentiality Agreement between Acquiror and the Company, dated June 6, 2006 (as well as any other information obtained prior to the date hereof in connection with the entering into of this ”Confidentiality Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by any party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party's obligation to consummate the transactions contemplated by this Agreement”). (c) During the period from the date of this Agreement to the Effective Time, each of Alliance and COFI shall promptly furnish each other with copies of all monthly and other interim financial statements produced by it or any of its Subsidiaries in the ordinary course of business as the same shall become available.

Access; Information. (a) Each Promptly after receipt by Acorda of Alliance and COFI agrees that upon reasonable notice and subject to applicable laws of any action, claim, investigation, proceeding (commenced or threatened), offer, proposal, correspondence or other material written communication relating to the exchange of information, it shall afford the other party and the other party's Representatives, such access during normal business hours throughout the period prior to the Effective Time to its and its Subsidiaries books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and to such other information as the other party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities, thrift, or banking laws, and (ii) all other information concerning the business, properties and personnel of it and its Subsidiaries as the other party may reasonably request. Alliance shall also permit COFI or its environmental consultant, at the sole expense of COFI, to conduct environmental audits, studies and tests on real property currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them have a Lien; provided however COFI shall not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or in the absence thereof based upon the advise of COFI's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's sole expense), COFI shall indemnify Alliance for all costs and expenses associated with returning the property to its previous condition. Alliance shall provide copies to COFI of any phase I site assessments or other environmental reports in its or its Subsidiaries' possession or control with respect to any real property previously or currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them has a Lien. (b) Each of Alliance and COFI agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by any party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party's obligation to consummate the transactions contemplated by this Agreement, any other Transaction Document, the Revenue Interests, or any License Agreement or use of the Intellectual Property, then, Acorda shall inform PRF of the receipt of such notice and the substance of such action, claim, investigation, proceeding, offer, proposal, correspondence or other written communication and, if in writing shall furnish PRF with a copy of such notice and any related materials with respect to such action, claim, investigation, proceeding, offer, proposal, correspondence or other written communication. (b) Acorda shall keep and maintain, or cause to be kept and maintained, at all times accurate and complete books and records adequate to correctly reflect all payments paid and/or payable with respect to Revenue Interests and Assigned Interests and all deposits made into the applicable Deposit Accounts. (c) During PRF and any of PRF’s representatives shall have the right, from time to time, to visit Acorda’s offices and properties where Acorda keeps and maintains its books and records relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral to inspect and copy such books and records, during normal business hours, and, upon ten (10) Business Days’ written notice given by PRF to Acorda, Acorda will provide PRF and any of PRF’s representatives reasonable access to such books and records, in order to verify the accuracy of the Quarterly Reports, True-Up Statements (as defined in Section 5.08(f) and payments of the Applicable Percentage for any Fiscal Year; provided that such inspection shall not take place more often than once a Fiscal Year, and that unless PRF identifies a reasonable basis to extend any inquiry to a period from prior to the beginning of the two Fiscal Year period most recently ended as of the date of this Agreement its inquiry (e.g., if the date of the inquiry is March 31, 2010, the relevant period would have commenced on January 1, 2007), PRF shall restrict its inquiry to the Effective Timeperiod commencing as of the beginning of the two Fiscal Year period most recently ended as of the date of its inquiry and ending as of the date of its inquiry. (d) In the event any audit of the books and records of Acorda relating to the Revenue Interests, Assigned Interests, and the other Collateral by PRF and/or any of PRF’s representatives reveals that the amounts paid to PRF hereunder for the period of such audit have been understated by more than the greater of (i) $75,000 or (ii) five percent (5%) of the amounts determined to be due for the period subject to such review, then the Audit Costs in respect of such audit shall be borne by Acorda; and in all other cases, such Audit Costs shall be borne by PRF. PRF shall treat all information subject to review under this Section 5.02 in accordance with the confidentiality provisions of this Agreement. (e) Acorda shall, promptly after the end of each Fiscal Quarter of Alliance Acorda (but in no event later than forty-five (45) days following the end of such quarter), produce and COFI deliver to PRF a Quarterly Report for such quarter, together with a certificate of an executive officer of Acorda, certifying that to the knowledge of such officer (i) such Quarterly Report is a true and complete copy and (ii) any statements and any data and information therein prepared by Acorda are true, correct and accurate in all material respects. (f) Unless Acorda is timely filing its quarterly reports on Form 10-Q and annual reports on Form 10-K in accordance with the requirements of the Securities Exchange Act of 1934, as amended, Acorda shall promptly furnish deliver to PRF the following financial statements: (i) within forty-five (45) calendar days after the end of each other with Fiscal Quarter, copies of all monthly and other interim the unaudited consolidated financial statements produced by it or any of Acorda and its Subsidiaries in for such Fiscal Quarter; and (ii) within ninety (90) calendar days after the ordinary course end of business as each Fiscal Year, copies of the same shall become availableaudited consolidated financial statements of Acorda and its Subsidiaries for such Fiscal Year.

Access; Information. (a) Each of Alliance and COFI MortgageIT agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the Acquiror and Acquiror’s officers, employees, counsel, accountants and other party and the other party's Representatives, authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its and its Subsidiaries the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, properties and personnel of MortgageIT and its Subsidiaries and to such other information as the other party may reasonably request and, during such period, it shall furnish promptly relating to such other party (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities, thrift, or banking laws, and (ii) all other information concerning the business, properties and personnel of it MortgageIT and its Subsidiaries as the other party Acquiror may reasonably request. Alliance shall also permit COFI or its environmental consultantWithout limiting the foregoing, at the sole expense of COFI, to conduct environmental audits, studies and tests on real property currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them have a Lien; provided however COFI shall not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or in the absence thereof based upon the advise of COFI's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's sole expense), COFI shall indemnify Alliance for all costs and expenses associated with returning the property to its previous condition. Alliance MortgageIT agrees that it shall provide copies Acquiror and Acquiror’s officers, employees, counsel, accountants and other authorized representatives with all of the information (including Tax workpapers and Tax-related books and records) necessary, and shall make its authorized representatives available for regular consultations, in order to COFI determine the amount of any phase I site assessments dividends or other environmental reports in its distributions required or permitted to be made to holders of MortgageIT Common Stock pursuant to Section 4.01(c) and 6.12 hereof and to determine the tax basis of the assets of MortgageIT and its Subsidiaries' possession or control with respect to any real property previously or currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them has a Lien. (b) Each of Alliance and COFI agrees that it will not, and will cause Neither MortgageIT nor its Representatives not Subsidiaries shall be required to provide access to, use or disclose, information where such access or disclosure would jeopardize any information obtained pursuant to this Section 6.05 (as well as attorney-client privilege or contravene any other information obtained law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to . MortgageIT will make appropriate substitute disclosure arrangements under circumstances in which the consummation restrictions of the Transactions. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by any party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party's obligation to consummate the transactions contemplated by this Agreementpreceding sentence apply. (c) During The parties acknowledge that MortgageIT and Acquiror have previously executed a letter dated May 23, 2006 (the period from “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms. Acquiror will hold any “Evaluation Materials” (as defined in the date Confidentiality Agreement) confidential in accordance with the terms of this Agreement the Confidentiality Agreement. (d) The parties agree that all non-public, proprietary or confidential information relating to the Effective Time, each of Alliance Acquiror and COFI shall promptly furnish each other with copies of all monthly and other interim financial statements produced by it or any of its Subsidiaries affiliates that has been disclosed to MortgageIT or its representatives by Acquiror or its representatives will be held in the ordinary course of business as confidence by MortgageIT to the same shall become availableextent as Acquiror is obligated to hold in confidence “Evaluation Materials” pursuant to the Confidentiality Agreement.

Access; Information. (a) Each of Alliance and COFI agrees that upon Upon reasonable notice from Purchaser Parties and subject to applicable laws relating to the exchange of information, it the Seller Parties shall afford the Purchaser Parties and their officers, employees, counsel, accountants and other party and the other party's Representatives, authorized representatives such access during normal business hours throughout the period prior to the Effective Time to its and its Subsidiaries the books, records (including, without limitation, Tax Returns and work papers 3266.019/439907.1 of independent auditors), properties, personnel and advisors of Seller Parties to the extent relating to Seller Parties or the transactions contemplated by this Agreement and to such other information relating to Seller Parties as the other party Purchaser Parties may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities, thrift, or banking laws, and (ii) Purchaser Parties all other information concerning the business, properties and personnel of it and its Subsidiaries Seller Parties as the other party Purchaser Parties may reasonably request. Alliance shall also permit COFI or its environmental consultant, at the sole expense of COFI, to conduct environmental audits, studies and tests on real property currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them have a Lien; provided however COFI shall not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or in the absence thereof based upon the advise of COFI's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's sole expense), COFI shall indemnify Alliance for all costs and expenses associated with returning the property to its previous condition. Alliance shall provide copies to COFI of any phase I site assessments or other environmental reports in its or its Subsidiaries' possession or control with respect to any real property previously or currently owned, controlled, leased or used by Alliance or any of its Subsidiaries or upon which any of them has a Lien. (b) Each From the date of Alliance this Agreement until the Effective Time, prior to initiating a new loan, or renewing any existing loan, requiring approval of MC Bancorp under section 3.01(s), SL Bank shall provide to MC Bancorp by electronic delivery the underwriting analyses and COFI agrees that it will notloan approval documentation for each such loan. From the date of this Agreement until the Effective Time, SL Bank shall provide to Purchaser Parties access to current information and reporting on the condition of the loan and real estate portfolio of SL Bank, including but not limited to updated information respecting Classified Assets and all reports prepared by or provided to management, the SL Bank board of directors or any third-party consultant respecting Classified Assets, OREO, loan delinquencies, criticized or “watch list” assets or similar assets. (c) The Seller Parties shall each cooperate, and will use their commercially reasonable efforts to cause its Representatives not totheir independent auditor to cooperate, use any information obtained pursuant at Seller Parties’ expense, with Purchaser Parties and their independent auditors in order to this Section 6.05 (as well as any other information obtained prior enable Purchaser Parties and their Affiliates to the date hereof prepare financial statements, including, without limitation, pro forma financial information, for Seller Parties that may be required by Purchaser Parties in connection with the entering into filing of this Agreement) for any purpose unrelated to the consummation of the Transactions. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof regulatory applications with Governmental Authorities or otherwise required in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by any party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any party's obligation to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Seller Parties agree that each will execute and deliver, and cause its officers to execute and deliver (including former officers of Seller Parties after the Closing), such “representation” letters as are customarily delivered in connection with audits and as Purchaser Parties’ independent accountants may respectively reasonably request under the circumstances. (cd) During the period from the date of All information furnished pursuant to this Agreement Section 5.04 shall be subject to the Effective Time, each provisions of Alliance and COFI shall promptly furnish each other with copies of all monthly and other interim financial statements produced the Confidentiality Agreement. (e) No investigation by it or any of its Subsidiaries in the ordinary course parties or their respective representatives shall affect the representations, warranties, covenants or agreements of business as the same shall become availableother parties set forth herein.

Access; Information. (a) Each of Alliance and St. Paul xxx COFI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's Representatives, such access during normal business hours throughout the period prior to the Effective Time to its and its Subsidiaries the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and to such other information as the other any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities, thrift, securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it and its Subsidiaries as the other party may reasonably request. Alliance shall St. Paul xxxll also permit COFI or its environmental consultant, at the sole expense of COFI, to conduct environmental audits, studies and tests on real property currently owned, controlled, leased or used by Alliance or St. Paul xx any of its Subsidiaries or upon which any of them have a Lien; provided however COFI shall not conduct any subsurface or phase II environmental assessments on any such property unless the phase I environmental assessment (or in the absence thereof based upon the advise of COFI's environmental consultant) indicates a reasonable basis for conducting further assessments, studies or testing. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at COFI's sole expense), COFI shall indemnify Alliance for St. Paul xxx all costs and expenses associated with returning the property to its previous condition. Alliance shall St. Paul xxxll provide copies to COFI of any phase I site assessments or other environmental reports in its or its Subsidiaries' possession or control with respect to any real property previously or currently owned, controlled, leased or used by Alliance or St. Paul xx any of its Subsidiaries or upon which any of them has a Lien. COFI shall not have the right to conduct a phase I or phase II assessment with respect to any real property upon which St. Paul xx its Subsidiaries have a Lien. (b) Each of Alliance and St. Paul xxx COFI agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Transactionstransactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents, extracts thereof or notes, analyses, compilations, studies or other documents containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by any either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each of Alliance and COFI party shall promptly furnish each the other with copies of all monthly and other interim financial statements produced by it or any of its Subsidiaries in the ordinary course of business as the same shall become available.