Common use of Access to Properties and Records Clause in Contracts

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof, Premier shall permit First Guaranty and First Guaranty Bank reasonable access upon reasonable notice to its properties and those of the Premier Subsidiaries, and shall disclose and make available to First Guaranty and First Guaranty Bank during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' (other than minutes that discuss any of the transactions contemplated by this Agreement) and stockholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank may have a reasonable interest; provided, however, that Premier shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's reasonable judgment, would interfere with the normal conduct of Premier's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulation. Premier shall provide and shall request its auditors to provide First Guaranty with such historical financial information regarding it (and related audit reports and consents) as First Guaranty may reasonably request for Securities Law disclosure purposes. First Guaranty and First Guaranty Bank shall use commercially reasonable efforts to minimize any interference with Premier's regular business operations during any such access to Premier's property, books and records. 6.3.2. Premier shall permit First Guaranty, at First Guaranty' expense, to cause a "Phase I Environmental Site Assessment" (the "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) to be performed at each branch office and other properties owned by Premier, and, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by Premier, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "Phase II") prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty will provide Premier with a copy of its proposed work plan and First Guaranty will cooperate in good faith with Premier to address any comments or suggestions made by Premier regarding the work plan. First Guaranty and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's operation of its business, and First Guaranty shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First Guaranty. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty have access to any information that, based on advice of Premier's counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier or such Person or Persons as may be designated by Premier. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof, Premier and except to the extent prohibited by a Bank Regulator pursuant to regulatory policy, VSB Bancorp shall permit First Guaranty and First Guaranty Bank Northfield Bancorp reasonable access access, upon reasonable notice notice, to its properties and those of the Premier VSB Bancorp Subsidiaries, and shall disclose and make available to First Guaranty and First Guaranty Bank Northfield Bancorp during normal business hours all of its personnel, books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' ’ (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or any other subject matter VSB Bancorp reasonably determines should be treated as confidential) and stockholders' ’ meetings, organizational documents, Bylawsbylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty Northfield Bancorp or First Guaranty Bank its Subsidiaries may have a reasonable interest; provided, however, that Premier VSB Bancorp shall not be required to take any 52 action that would provide access to or to disclose information where such access or disclosure, in Premier's VSB Bancorp’s reasonable judgment, would would: (i) interfere with the normal conduct of Premier's business or VSB Bancorp’s business; (ii) would violate or prejudice the rights or business interests or confidences of any customer customer; or other person (iii) contravene any law, rule, regulation, order, judgment or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulationdecree. Premier VSB Bancorp shall provide and shall request its auditors to provide First Guaranty Northfield Bancorp with such historical financial information regarding it (and related audit reports and consents) as First Guaranty Northfield Bancorp may reasonably request for Securities Law Laws disclosure purposes. First Guaranty and First Guaranty Bank Northfield Bancorp shall use commercially reasonable efforts to minimize any interference with Premier's VSB Bancorp’s regular business operations during any such access to Premier's VSB Bancorp’s property, books and records. 6.3.2. Premier VSB Bancorp shall permit First GuarantyNorthfield Bancorp, at First Guaranty' Northfield Bancorp’s own expense, to cause a "“Phase I Environmental Site Assessment" ” (the "“Phase I"”) (in conformance with American Society for Testing Materials ("“ASTM"”) Standard 1527-13, as amended) to be performed at each branch office and other properties property owned by PremierVSB Bancorp, and, to the extent permitted by any lease governing Premier's VSB Bancorp’s lease of any branch, at each branch leased by PremierVSB Bancorp, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "“Phase II"”) prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "“Recognized Environmental Condition" ” (as such term is defined by the ASTM) that was discovered in the Phase I I, and provided that as to any Phase II performed at a Branch which Premier leases branch that VSB Bancorp leases, the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier VSB Bancorp will use its commercially reasonable efforts (at no cost to PremierVSB Bancorp) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty Northfield Bancorp will provide Premier VSB Bancorp with a copy of its proposed work plan and First Guaranty Northfield Bancorp will cooperate in good faith with Premier VSB Bancorp to address any comments or suggestions made by Premier VSB Bancorp regarding the work plan. First Guaranty Northfield Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's the operation of its VSB Bancorp’s business, and First Guaranty Northfield Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty Northfield Bancorp shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First GuarantyNorthfield Bancorp. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty Northfield Bancorp have access to any information that, based on advice of Premier's VSB Bancorp’s counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier VSB Bancorp with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First GuarantyNorthfield Bancorp, Premier VSB Bancorp has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty . Further, Northfield Bancorp shall not conduct any environmental sampling without have access to information that relates to the prior written consent of Premier, which consent may not be unreasonably withheld Merger or delayedan Acquisition Proposal. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier VSB Bancorp or such Person or Persons as may be designated by PremierVSB Bancorp. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof11.1, Premier Beacon Federal shall permit First Guaranty and First Guaranty Bank reasonable BHLB access upon reasonable notice and at reasonable times to its properties and those of the Premier Beacon Federal Subsidiaries, and shall disclose and make available to First Guaranty and First Guaranty Bank BHLB during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' ’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement) and stockholders' meetingsAgreement or any other subject matter that Beacon Federal reasonably determines should be kept confidential), organizational documents, Bylawsbylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank BHLB may have a reasonable interest; provided, however, that Premier Beacon Federal shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's Beacon Federal’s reasonable judgment, would interfere with the normal conduct of Premier's Beacon Federal’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulationcontravene any applicable law. Premier Beacon Federal shall provide and shall request its auditors to provide First Guaranty BHLB with such historical financial information regarding it (and related audit reports and consents) as First Guaranty BHLB may reasonably request for Securities Law disclosure purposes. First Guaranty and First Guaranty Bank BHLB shall use commercially reasonable efforts to minimize any interference with Premier's Beacon Federal’s regular business operations during any such access to Premier's Beacon Federal’s property, books and records. 6.3.2. Premier Beacon Federal and each Beacon Federal Subsidiary shall permit First GuarantyBHLB, at First Guaranty' BHLB’s expense, to (i) cause a "Phase I Environmental Site Assessment" (the "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) environmental assessment to be performed at each branch office any physical location owned or occupied by Beacon Federal or any Beacon Federal Subsidiary and other properties owned by Premier, and, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by Premier, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "Phase II"ii) prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I cause an appraisal to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty will provide Premier with a copy of its proposed work plan and First Guaranty will cooperate in good faith with Premier to address any comments or suggestions made by Premier regarding the work plan. First Guaranty and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's operation of its business, and First Guaranty shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First Guaranty. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty have access to any information that, based on advice of Premier's counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties real property owned by Beacon Federal or (c) violate any obligation of Premier with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier or such Person or Persons as may be designated by Premier. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality AgreementBeacon Federal Subsidiary.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof, Premier and except to the extent prohibited by a Bank Regulator pursuant to regulatory policy, Hopewell Valley shall permit First Guaranty and First Guaranty Bank Northfield reasonable access upon reasonable notice to its properties and those of the Premier Hopewell Valley Subsidiaries, and shall disclose and make available to First Guaranty and First Guaranty Bank Northfield during normal business hours all of its personnel, books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' ’ (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or any other subject matter Hopewell Valley reasonably determines should be treated as confidential) and stockholders' ’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank Northfield may have a reasonable interest; provided, however, that Premier Hopewell Valley shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's Hopewell Valley’s reasonable judgment, would interfere with the normal conduct of Premier's Hopewell Valley’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulationcustomer. Premier Hopewell Valley shall provide and shall request its auditors to provide First Guaranty Northfield Bancorp with such historical financial information regarding it (and related audit reports and consents) as First Guaranty Northfield Bancorp may reasonably request for Securities Law Laws disclosure purposes. First Guaranty and First Guaranty Bank Northfield shall use commercially reasonable efforts to minimize any interference with Premier's Hopewell Valley’s regular business operations during any such access to Premier's Hopewell Valley’s property, books and records. 6.3.2. Premier Hopewell Valley shall permit First GuarantyNorthfield Bancorp, at First Guaranty' its own expense, to cause a "“Phase I Environmental Site Assessment" ” (the "“Phase I"”) (in conformance with American Society for Testing Materials ("“ASTM"”) Standard 1527-13, as amended) to be performed at each branch office and other properties property owned by PremierHopewell Valley, and, to the extent permitted by any lease governing Premier's Hopewell Valley’s lease of any branch, at each branch leased by PremierHopewell Valley, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "“Phase II"”) prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "“Recognized Environmental Condition" ” (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch branch which Premier leases Hopewell Valley leases, the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier Hopewell Valley will use its commercially reasonable efforts (at no cost to PremierHopewell Valley) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty Northfield Bancorp will provide Premier Hopewell Valley with a copy of its proposed work plan and First Guaranty Northfield Bancorp will cooperate in good faith with Premier Hopewell Valley to address any comments or suggestions made by Premier Hopewell Valley regarding the work plan. First Guaranty Northfield Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's Hopewell Valley’s operation of its business, and First Guaranty Northfield Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty Northfield Bancorp shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First GuarantyNorthfield Bancorp. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty Northfield Bancorp have access to any information that, based on advice of Premier's Hopewell Valley’s counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier Hopewell Valley with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First GuarantyNorthfield Bancorp, Premier Hopewell Valley has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty . Further, Northfield Bancorp shall not conduct any environmental sampling without have access to information that relates to the prior written consent of Premier, which consent may not be unreasonably withheld Merger or delayedan Acquisition Proposal. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier Hopewell Valley or such Person or Persons as may be designated by PremierHopewell Valley. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof, Premier LNB Bancorp shall permit First Guaranty Northwest Bancshares and First Guaranty Northwest Bank reasonable access upon reasonable notice to its properties and those of the Premier LNB Bancorp Subsidiaries, and shall disclose and make available to First Guaranty Northwest Bancshares and First Guaranty Northwest Bank during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' ’ (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or any other subject matter LNB Bancorp reasonably determines should be treated as confidential) and stockholders' ’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty Northwest Bancshares or First Guaranty Northwest Bank may have a reasonable interest; provided, however, that Premier LNB Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's LNB Bancorp’s reasonable judgment, would interfere with the normal conduct of Premier's LNB Bancorp’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty Northwest Bancshares is prohibited by law or regulation. Premier LNB Bancorp shall provide and shall request its auditors to provide First Guaranty Northwest Bancshares with such historical financial information regarding it (and related audit reports and consents) as First Guaranty Northwest Bancshares may reasonably request for Securities Law disclosure purposes. First Guaranty Northwest Bancshares and First Guaranty Northwest Bank shall use commercially reasonable efforts to minimize any interference with Premier's LNB Bancorp’s regular business operations during any such access to Premier's LNB Bancorp’s property, books and records. 6.3.2. Premier LNB Bancorp shall permit First GuarantyNorthwest Bancshares, at First Guaranty' Northwest Bancshares’ expense, to cause a "“Phase I Environmental Site Assessment" ” (the "“Phase I"”) (in conformance with American Society for Testing Materials ("“ASTM"”) Standard 1527-13, as amended) to be performed at each branch office and other properties owned by PremierLNB Bancorp, and, to the extent permitted by any lease governing Premier's LNB Bancorp’s lease of any branch, at each branch leased by PremierLNB Bancorp, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "“Phase II"”) prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "“Recognized Environmental Condition" ” (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier LNB Bancorp leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier LNB Bancorp will use its commercially reasonable efforts (at no cost to PremierLNB Bancorp) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty Northwest Bancshares will provide Premier LNB Bancorp with a copy of its proposed work plan and First Guaranty Northwest Bancshares will cooperate in good faith with Premier LNB Bancorp to address any comments or suggestions made by Premier LNB Bancorp regarding the work plan. First Guaranty Northwest Bancshares and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's LNB Bancorp’s operation of its business, and First Guaranty Northwest Bancshares shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty Northwest Bancshares shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First GuarantyNorthwest Bancshares. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty Northwest Bancshares have access to any information that, based on advice of Premier's LNB Bancorp’s counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier LNB Bancorp with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First GuarantyNorthwest Bancshares, Premier LNB Bancorp has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty Northwest Bancshares shall not conduct any environmental sampling without the prior written consent of PremierLNB Bancorp, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier LNB Bancorp or such Person or Persons as may be designated by PremierLNB Bancorp. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof, Premier MCBI shall permit First Guaranty and First Guaranty Bank BMBC reasonable access during normal business hours upon reasonable notice to its properties and those of the Premier MCBI Subsidiaries, and shall disclose and make available to First Guaranty and First Guaranty Bank BMBC during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' ’ (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or any other subject matter MCBI determines based on the advice of legal counsel should be treated as confidential) and stockholders' shareholders’ meetings, organizational documents, Bylawsbylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank BMBC may have a reasonable interest; provided, however, that Premier MCBI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's reasonable judgment, would interfere with the normal conduct of Premier's business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty that is otherwise prohibited by law or regulationcontractual agreement. Premier MCBI shall provide and shall request its auditors to provide First Guaranty BMBC with such historical financial information regarding it (and related audit reports and consents) as First Guaranty BMBC may reasonably request for Securities Law securities disclosure purposes. First Guaranty and First Guaranty Bank BMBC shall use commercially reasonable efforts to minimize any interference with Premier's MCBI’s regular business operations during any such access to Premier's MCBI’s property, books and records. 6.3.2. Premier MCBI shall permit First GuarantyBMBC, at First Guaranty' its expense, to cause a "Phase I and any Phase II Environmental Site Assessment" Assessment (the "“Phase I"II”) (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) recommended therein to be performed at each branch office and other properties owned by Premier, and, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by Premier, MCBI Real Property at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "Phase II") prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty will provide Premier with a copy of its proposed work plan and First Guaranty will cooperate in good faith with Premier to address any comments or suggestions made by Premier regarding the work plan. First Guaranty BMBC and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's MCBI’s operation of its business, and First Guaranty BMBC shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty BMBC shall be required to restore each property MCBI Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First Guaranty. 6.3.3BMBC. Notwithstanding anything BMBC hereby agrees to the contrary contained in this Section 6.3indemnify, in no event shall First Guaranty have access defend and hold MCBI harmless from and against any cost, expense, charge, lien, action or judgment, as well as any claim of a right to any information thatsuch cost, based on advice expense, charge, lien, action or judgment arising from any act or omission of Premier's counselBMBC, would (a) reasonably be expected BMBC’s agents or contractors, or any services, labor, supplies or materials provided or performed by surveyors, engineers, architects and others hired by BMBC to waive make the inspections and tests, and from and against any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier or such Person or Persons as may be designated by Premier. All information received pursuant to this Section 6.3 shall be governed personal injury and property damage caused by the terms act or neglect of the Confidentiality AgreementBMBC or any of its agents, or independent contractors in connection with any Phase I or Phase II.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof12.1, Premier MFI shall permit First Guaranty and First Guaranty Bank Brookline Bancorp reasonable access upon reasonable notice to its properties and those of the Premier MFI Subsidiaries, and shall disclose and make available to First Guaranty and First Guaranty Bank Brookline Bancorp during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or any other subject matter MFI reasonably determines should be treated as confidential) and stockholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank Brookline Bancorp may have a reasonable interest; provided, however, that Premier MFI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in PremierMFI's reasonable judgment, would interfere with the normal conduct of PremierMFI's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulationcontravene any applicable law. Premier MFI shall provide and shall request its auditors to provide First Guaranty Brookline Bancorp with such historical financial information regarding it (and related audit reports and consents) as First Guaranty Brookline Bancorp may reasonably request for Securities Law disclosure purposes. First Guaranty and First Guaranty Bank Brookline Bancorp shall use commercially reasonable efforts to minimize any interference with PremierMFI's regular business operations during any such access to PremierMFI's property, books and records. 6.3.2. Premier MFI and each MFI Subsidiary shall permit First GuarantyBrookline Bancorp, at First Guaranty' Brookline Bancorp's expense, to cause a "Phase phase I Environmental Site Assessmentenvironmental audit" (the and a "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) phase II environmental audit" to be performed at each branch office and other properties any physical location owned by Premier, andor, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by Premier, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "Phase II") prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier leases the landlord pursuant to under the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to obtain such landlord consent. Prior to performing agreement, occupied by MFI or any Phase II, First Guaranty will provide Premier with a copy of its proposed work plan and First Guaranty will cooperate in good faith with Premier to address any comments or suggestions made by Premier regarding the work plan. First Guaranty and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's operation of its business, and First Guaranty shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First GuarantyMFI Subsidiary. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty have access to any information that, based on advice of Premier's counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier or such Person or Persons as may be designated by Premier. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 11.01 hereof, Premier Target shall permit First Guaranty and First Guaranty Bank Investors Bancorp reasonable access during normal business hours upon reasonable notice to its properties and those of the Premier Target Subsidiaries, and shall disclose and make available to First Guaranty and First Guaranty Bank Investors Bancorp during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' ’ (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or any other subject matter Target reasonably determines should be treated as confidential) and stockholders' shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank Investors Bancorp may have a reasonable interest; provided, however, that Premier Target shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's reasonable judgment, disclosure would interfere with the normal conduct of Premier's business violate applicable law or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulationcounsel. Premier Target shall provide and shall request its auditors to provide First Guaranty Investors Bancorp (subject to Investors Bancorp entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as First Guaranty Investors Bancorp may reasonably request for Securities Law securities disclosure purposes. First Guaranty and First Guaranty Bank Investors Bancorp shall use commercially reasonable efforts to minimize any interference with Premier's Target’s regular business operations during any such access to Premier's Target’s property, books and records. 6.3.2. Premier Target shall permit First GuarantyInvestors Bancorp, at First Guaranty' its expense, to cause a "Phase “phase I Environmental Site Assessment" (the "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) environmental audit” to be performed at each branch office and other properties Branch owned by Premier, and, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by Premier, Target Bank at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "Phase II") prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty will provide Premier with a copy of its proposed work plan and First Guaranty will cooperate in good faith with Premier to address any comments or suggestions made by Premier regarding the work plan. First Guaranty Investors Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's Target’s operation of its business, and First Guaranty Investors Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty Investors Bancorp shall be required to restore each property Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase “phase I or Phase II environmental audit” and any restoration and clean up, shall be borne solely by First Guaranty. 6.3.3Investors Bancorp. Notwithstanding anything to the contrary contained in this Section 6.35.03, in no event shall First Guaranty Investors Bancorp have access to any information that, based on advice of Premier's Target’s counsel, would (aA) reasonably be expected to waive any material legal privilege, privilege (bB) result in the disclosure of any trade secrets of third parties or (cC) violate any obligation of Premier Target with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First GuarantyInvestors Bancorp, Premier Target has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty Investors Bancorp shall not conduct any environmental sampling without the prior written consent of PremierTarget, which consent may not be unreasonably withheld or delayedin Target’s discretion. All requests made pursuant to this Section 6.3 5.03 shall be directed to an executive officer of Premier Target or such Person or Persons as may be designated by PremierTarget. All information received pursuant to this Section 6.3 5.03 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof11.1, Premier SWNB shall permit First Guaranty and First Guaranty Bank reasonable Hanmi access upon reasonable notice and at reasonable times to its properties and those of the Premier SWNB Subsidiaries, and shall disclose and make available to First Guaranty and First Guaranty Bank Hanmi during normal business hours all of its books, papers books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' ’ and stockholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement) and stockholders' meetingsAgreement or any other subject matter that SWNB reasonably determines should be kept confidential), organizational documents, Bylawsbylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank Hanmi may have a reasonable interest; provided, however, that Premier SWNB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's SWNB’s reasonable judgment, would interfere with the normal conduct of Premier's SWNB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulationcontravene any applicable law. Premier SWNB shall provide and shall request its auditors to provide First Guaranty Hanmi with such historical financial information regarding it (and related audit reports and consents) as First Guaranty Hanmi may reasonably request for Securities Law disclosure purposes. First Guaranty and First Guaranty Bank Hanmi shall use commercially reasonable efforts to minimize any interference with Premier's SWNB’s regular business operations during any such access to Premier's SWNB’s property, books and records. 6.3.2. Premier SWNB and each SWNB Subsidiary shall permit First GuarantyHanmi, at First Guaranty' Hanmi’s expense, to (i) cause a "Phase I Environmental Site Assessment" (the "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) to be performed at each branch office and other properties owned by Premier, and, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by Premier, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "Phase II") prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty will provide Premier with a copy of its proposed work plan and First Guaranty will cooperate in good faith with Premier to address any comments or suggestions made by Premier regarding the work plan. First Guaranty and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's operation of its business, and First Guaranty shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II environmental assessment to be performed at any physical location owned or occupied by SWNB or any SWNB Subsidiary and any restoration and clean up, shall (ii) cause an appraisal to be borne solely by First Guaranty. 6.3.3. Notwithstanding anything to the contrary contained performed in this Section 6.3, in no event shall First Guaranty have access to any information that, based on advice of Premier's counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure respect of any trade secrets of third parties real property owned by SWNB or (c) violate any obligation of Premier SWNB Subsidiary. Hanmi shall indemnify SWNB and its Subsidiaries for all costs and expenses associated with respect returning any physical location to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier or such Person or Persons as may be designated by Premier. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreementits previous condition.

Access to Properties and Records. 6.3.1. Subject In order to facilitate the ----------------------------------- consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereofhereof and subject to applicable laws relating to exchange of information, Premier shall Connecticut Bancshares will permit First Guaranty NHSB and First Guaranty Bank reasonable access its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice notice, to its personnel and properties and those of the Premier Connecticut Bancshares Subsidiaries, and shall disclose and make available to First Guaranty and First Guaranty Bank NHSB during normal business hours throughout the period prior to the Effective Time all of its the books, papers and records of Connecticut Bancshares or any Connecticut Bancshares Subsidiary relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or other strategic alternatives) and stockholdersshareholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank NHSB may have a reasonable interest; provided, however, that Premier Connecticut Bancshares shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's reasonable judgment, would interfere with the normal conduct of Premier's business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulationcounsel. Premier Connecticut Bancshares shall provide and shall request its auditors to provide First Guaranty NHSB with such historical financial information regarding it Connecticut Bancshares and any Connecticut Bancshares Subsidiary (and related audit reports and consents) as First Guaranty NHSB may reasonably request for Securities Law securities disclosure purposes. First Guaranty and First Guaranty Bank NHSB shall use commercially reasonable efforts to minimize any interference with PremierConnecticut Bancshares' and any Connecticut Bancshares Subsidiary's regular business operations during any such access to PremierConnecticut Bancshares' or any Connecticut Bancshares Subsidiary's personnel, property, books or records. Connecticut Bancshares and records. 6.3.2. Premier its Subsidiaries shall permit First GuarantyNHSB, at First Guaranty' NHSB's expense, to cause a so-called "Phase I Environmental Site AssessmentAssessments" (the and/or "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) II Environmental Site Assessments" to be performed at each branch office and other properties any physical location owned or operated by Premier, Connecticut Bancshares or any Connecticut Bancshares Subsidiary and, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by PremierConnecticut Bancshares or the applicable Connecticut Bancshares Subsidiary has the contractual right to do so, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "Phase II") prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty will provide Premier with a copy of its proposed work plan and First Guaranty will cooperate in good faith with Premier to address any comments Loan Property or suggestions made by Premier regarding the work plan. First Guaranty and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's operation of its business, and First Guaranty shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First GuarantyParticipation Facility. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty have access to any information that, based on advice of Premier's counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier or such Person or Persons as may be designated by Premier. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof, Premier Guaranty Financial shall permit First Guaranty and First Guaranty Bank Sentry Bancshares reasonable access upon reasonable notice to its properties and those of the Premier Guaranty Financial Subsidiaries, and shall disclose and make available to First Guaranty and First Guaranty Bank Sentry Bancshares during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' ’ (other than minutes that discuss any of the transactions contemplated by this Agreement) and stockholders' shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank Sentry Bancshares may have a reasonable interest; provided, however, that Premier Guaranty Financial shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's reasonable judgment, would interfere with the normal conduct of Premier's business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First counsel. Guaranty is prohibited by law or regulation. Premier Financial shall provide and shall request its auditors to provide First Guaranty Sentry Bancshares with such historical financial information regarding it (and related audit reports and consents) as First Guaranty Sentry Bancshares may reasonably request for Securities Law disclosure purposesrequest. First Guaranty and First Guaranty Bank Sentry Bancshares shall use commercially reasonable efforts to minimize any interference with Premier's Guaranty Financial’s regular business operations during any such access to Premier's Guaranty Financial’s property, books and records. 6.3.2. Premier Guaranty Financial and each Guaranty Financial Subsidiary shall permit First Guaranty, at First Guaranty' expense, Sentry Bancshares to cause a "Phase “phase I Environmental Site Assessment" (the "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) environmental audit” and a “phase II environmental audit” to be performed at each branch office and other properties any physical location owned or occupied by Premier, and, to Guaranty Financial or any Guaranty Financial Subsidiary. In the extent permitted by event any lease governing Premier's lease of any branch, at each branch leased by Premier, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase subsurface or phase II Environmental Site Assessment (the "Phase II") prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to obtain such landlord consent. Prior to performing any Phase IIsite assessments are conducted, First Sentry Bancshares shall indemnify Guaranty will provide Premier with a copy of its proposed work plan Financial for all reasonable and First Guaranty will cooperate in good faith with Premier to address any comments or suggestions made by Premier regarding the work plan. First Guaranty and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's operation of its business, and First Guaranty shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty shall be required to restore each property to substantially its pre-assessment condition. All customary costs and expenses incurred in connection associated with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First Guaranty. 6.3.3. Notwithstanding anything returning the property to the contrary contained in this Section 6.3, in no event shall First Guaranty have access to any information that, based on advice of Premier's counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier or such Person or Persons as may be designated by Premier. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreementprevious condition.

Access to Properties and Records. 6.3.1. (a) Subject to Section 12.1 11.01 hereof, Premier Brooklyn Bancorp shall permit First Guaranty Investors Bancorp and First Guaranty Bank its designated agents (who agree to be bound by the terms of the Confidentiality Agreement) reasonable access during normal business hours upon reasonable notice to its properties and those of the Premier Brooklyn Bancorp Subsidiaries, and shall disclose and make available to First Guaranty Investors Bancorp and First Guaranty Bank its designees during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' ’ (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or any other subject matter Brooklyn Bancorp reasonably determines should be treated as confidential) and stockholders' shareholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authorityRegulatory Authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank Investors Bancorp may have a reasonable interest, and shall allow Investors Bancorp and its designees to communicate with the CRE Personnel and any other persons responsible for managing and servicing the Commercial Real Estate Loans and the performance of the servicing activities related thereto; provided, however, that Premier Brooklyn Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's reasonable judgment, would interfere with the normal conduct of Premier's business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulationcounsel. Premier Brooklyn Bancorp shall provide and shall request its auditors to provide First Guaranty Investors Bancorp with such historical financial information regarding it (and related audit reports and consents) as First Guaranty Investors Bancorp may reasonably request for Securities Law securities disclosure purposes. First Guaranty and First Guaranty Bank Investors Bancorp shall use commercially reasonable efforts to minimize any interference with Premier's Brooklyn Bancorp’s regular business operations during any such access to Premier's Brooklyn Bancorp’s property, books and records. 6.3.2. Premier Without limiting the foregoing, Brooklyn Federal Savings shall allow Investors Bancorp or its designees, within five (5) business days of the date of this Agreement, to commence an inventory of the loan files with respect to the Commercial Loan Portfolio to determine which documents to be included in the Commercial Loan Mortgage File are in possession of Brooklyn Federal Savings and which documents need to be obtained, and such inventory may be updated from time to time prior to the Closing Date, and for each Commercial Real Estate Loan, Brooklyn Bancorp and Brooklyn Federal Savings shall not permit any documents to be missing from the Commercial Loan Mortgage File that existed as of the date above-referenced inventory was completed and from and after such dates, permit any changes or altercations to the Commercial Loan Mortgage File without the prior written consent of Investors Bancorp and its designees. The expenses of such inventory (not to exceed $50,000) shall be reimbursed by Brooklyn Federal Savings, subject to the receipt of any required regulatory approval. Brooklyn Bancorp shall permit First GuarantyInvestors Bancorp, at First Guaranty' its expense, to cause a "Phase “phase I Environmental Site Assessment" (the "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) environmental audit” and a “phase II environmental audit” to be performed at each branch office and other properties owned by Premier, and, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by Premier, Branch at any time prior to the Closing Date; provided, and however, that Investors Bancorp shall have the right to the extent such Phase I recommends performance of conduct a Phase “phase II Environmental Site Assessment (the "Phase II") environmental audit” prior to the Closing Date only to the extent that the Phase a “phase II environmental audit” is within the scope of additional testing recommended by the Phase “phase I environmental audit” to be performed as a result of a "“Recognized Environmental Condition" ” (as such term is defined by the ASTMThe American Society for Testing Materials) that was discovered in the Phase “phase I environmental audit” and provided that as to any Phase “phase II environmental audits” performed at a Branch which Premier leases Brooklyn Federal Savings leases, the landlord pursuant to the applicable lease has consented to such Phase “phase II environmental audit” if such consent is necessary pursuant to the lease. Premier Brooklyn Federal Savings will use its commercially reasonable efforts (at no cost to PremierBrooklyn Federal Savings) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty “phase II environmental audits,” Investors Bancorp will provide Premier Brooklyn Bancorp with a copy of its proposed work plan and First Guaranty Investors Bancorp will cooperate in good faith with Premier Brooklyn Bancorp to address any comments or suggestions made by Premier Brooklyn Bancorp regarding the work plan. First Guaranty Investors Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's Brooklyn Bancorp’s operation of its business, and First Guaranty Investors Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty Investors Bancorp shall be required to restore each property Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase “phase I or Phase environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be borne solely by First GuarantyInvestors Bancorp. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty have access to any information that, based on advice of Premier's counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier or such Person or Persons as may be designated by Premier. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof, Premier MutualFirst Financial shall permit First Guaranty Northwest Bancshares and First Guaranty Northwest Bank reasonable access upon reasonable notice to its properties and those of the Premier MutualFirst Financial Subsidiaries, and shall disclose and make available to First Guaranty Northwest Bancshares and First Guaranty Northwest Bank during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' ’ (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or any other subject matter MutualFirst Financial reasonably determines should be treated as confidential) and stockholders' ’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty Northwest Bancshares or First Guaranty Northwest Bank may have a reasonable interest; provided, however, that Premier MutualFirst Financial shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's MutualFirst Financial’s reasonable judgment, would interfere with the normal conduct of Premier's MutualFirst Financial’s business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty Northwest Bancshares is prohibited by law or regulation. Premier MutualFirst Financial shall provide and shall request its auditors and tax accountants to provide First Guaranty Northwest Bancshares with such historical financial information regarding it (and related audit reports and consents) as First Guaranty Northwest Bancshares may reasonably request for Securities Law disclosure purposes. First Guaranty Northwest Bancshares and First Guaranty Northwest Bank shall use commercially reasonable efforts to minimize any interference with Premier's MutualFirst Financial’s regular business operations during any such access to Premier's MutualFirst Financial’s property, books and records. 6.3.2. Premier MutualFirst Financial shall permit First GuarantyNorthwest Bancshares, at First Guaranty' Northwest Bancshares’ expense, to cause a "“Phase I Environmental Site Assessment" ” (the "“Phase I"”) (in conformance with American Society for Testing Materials ("“ASTM"”) Standard 1527-13, as amended) to be performed at each branch office and other properties owned by PremierMutualFirst Financial, and, to the extent permitted by any lease governing Premier's MutualFirst Financial’s lease of any branch, at each branch leased by PremierMutualFirst Financial, at any time prior to the Closing Dateexpiration of 30 days from the date of this Agreement, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "“Phase II"”) prior to the Closing Date expiration of 60 days from the date of issuance of the Phase I only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "“Recognized Environmental Condition" ” (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier MutualFirst Financial leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier MutualFirst Financial will use its commercially reasonable efforts (at no cost to PremierMutualFirst Financial) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty Northwest Bancshares will provide Premier MutualFirst Financial with a copy of its proposed work plan and First Guaranty Northwest Bancshares will cooperate in good faith with Premier MutualFirst Financial to address any comments or suggestions made by Premier MutualFirst Financial regarding the work plan. First Guaranty Northwest Bancshares and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's MutualFirst Financial’s operation of its business, and First Guaranty Northwest Bancshares shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty Northwest Bancshares shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First GuarantyNorthwest Bancshares. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty will Northwest Bancshares have access to any information that, based on advice of Premier's MutualFirst Financial’s counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier MutualFirst Financial with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First GuarantyNorthwest Bancshares, Premier MutualFirst Financial has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall Northwest Bancshares will not conduct any environmental sampling without the prior written consent of PremierMutualFirst Financial, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall will be directed to an executive officer of Premier MutualFirst Financial or such Person or Persons as may be designated by PremierMutualFirst Financial. All information received pursuant to this Section 6.3 shall will be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. (a) Subject to Section 12.1 11.01 hereof, Premier Brooklyn Bancorp shall permit First Guaranty Investors Bancorp and First Guaranty Bank its designated agents (who agree to be bound by the terms of the Confidentiality Agreement) reasonable access during normal business hours upon reasonable notice to its properties and those of the Premier Brooklyn Bancorp Subsidiaries, and shall disclose and make available to First Guaranty Investors Bancorp and First Guaranty Bank its designees during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' ’ (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or any other subject matter Brooklyn Bancorp reasonably determines should be treated as confidential) and stockholders' shareholders’ meetings, organizational documents, 37 Bylaws, material contracts and agreements, filings with any regulatory authorityRegulatory Authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank Investors Bancorp may have a reasonable interest, and shall allow Investors Bancorp and its designees to communicate with the CRE Personnel and any other persons responsible for managing and servicing the Commercial Real Estate Loans and the performance of the servicing activities related thereto; provided, however, that Premier Brooklyn Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's reasonable judgment, would interfere with the normal conduct of Premier's business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulationcounsel. Premier Brooklyn Bancorp shall provide and shall request its auditors to provide First Guaranty Investors Bancorp with such historical financial information regarding it (and related audit reports and consents) as First Guaranty Investors Bancorp may reasonably request for Securities Law securities disclosure purposes. First Guaranty and First Guaranty Bank Investors Bancorp shall use commercially reasonable efforts to minimize any interference with Premier's Brooklyn Bancorp’s regular business operations during any such access to Premier's Brooklyn Bancorp’s property, books and records. 6.3.2. Premier Without limiting the foregoing, Brooklyn Federal Savings shall allow Investors Bancorp or its designees, within five (5) business days of the date of this Agreement, to commence an inventory of the loan files with respect to the Commercial Loan Portfolio to determine which documents to be included in the Commercial Loan Mortgage File are in possession of Brooklyn Federal Savings and which documents need to be obtained, and such inventory may be updated from time to time prior to the Closing Date, and for each Commercial Real Estate Loan, Brooklyn Bancorp and Brooklyn Federal Savings shall not permit any documents to be missing from the Commercial Loan Mortgage File that existed as of the date above-referenced inventory was completed and from and after such dates, permit any changes or altercations to the Commercial Loan Mortgage File without the prior written consent of Investors Bancorp and its designees. The expenses of such inventory (not to exceed $50,000) shall be reimbursed by Brooklyn Federal Savings, subject to the receipt of any required regulatory approval. Brooklyn Bancorp shall permit First GuarantyInvestors Bancorp, at First Guaranty' its expense, to cause a "Phase “phase I Environmental Site Assessment" (the "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) environmental audit” and a “phase II environmental audit” to be performed at each branch office and other properties owned by Premier, and, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by Premier, Branch at any time prior to the Closing Date; provided, and however, that Investors Bancorp shall have the right to the extent such Phase I recommends performance of conduct a Phase “phase II Environmental Site Assessment (the "Phase II") environmental audit” prior to the Closing Date only to the extent that the Phase a “phase II environmental audit” is within the scope of additional testing recommended by the Phase “phase I environmental audit” to be performed as a result of a "“Recognized Environmental Condition" ” (as such term is defined by the ASTMThe American Society for Testing Materials) that was discovered in the Phase “phase I environmental audit” and provided that as to any Phase “phase II environmental audits” performed at a Branch which Premier leases Brooklyn Federal Savings leases, the landlord pursuant to the applicable lease has consented to such Phase “phase II environmental audit” if such consent is necessary pursuant to the lease. Premier Brooklyn Federal Savings will use its commercially reasonable efforts (at no cost to PremierBrooklyn Federal Savings) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty “phase II environmental audits,” Investors Bancorp will provide Premier Brooklyn Bancorp with a copy of its proposed work plan and First Guaranty Investors Bancorp will cooperate in good faith with Premier Brooklyn Bancorp to address any comments or suggestions made by Premier Brooklyn Bancorp regarding the work plan. First Guaranty Investors Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's Brooklyn Bancorp’s operation of its business, and First Guaranty Investors Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty Investors Bancorp shall be required to restore each property Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase “phase I or Phase environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be borne solely by First GuarantyInvestors Bancorp. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty have access to any information that, based on advice of Premier's counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier or such Person or Persons as may be designated by Premier. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. Subject In order to facilitate the -------------------------------- consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.1 hereofhereof and subject to applicable laws relating to exchange of information, Premier shall Westbank will permit First Guaranty NewAlliance and First Guaranty Bank reasonable access its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice notice, to its personnel and properties and those of the Premier Westbank Subsidiaries, and shall disclose and make available to First Guaranty and First Guaranty Bank NewAlliance during normal business hours throughout the period prior to the Effective Time all of its the books, papers and records of Westbank or any Westbank Subsidiary relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or other strategic alternatives) and stockholdersshareholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank NewAlliance may have a reasonable interest; provided, however, that Premier Westbank shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's reasonable judgment, would interfere with the normal conduct of Premier's business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person Person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel counsel. In addition, Westbank and the Westbank Subsidiaries shall not be required to disclose any analysis, minutes, or with regard other materials pertaining to which disclosure the financial or other evaluation or discussion of (i) this Agreement or the transactions contemplated herein, or (ii) any third party proposal to First Guaranty is prohibited by law or regulationacquire a controlling interest in Westbank. Premier Westbank shall provide and shall request its auditors to provide First Guaranty NewAlliance with such historical financial information regarding it Westbank and any Westbank Subsidiary (and related audit reports and consents) as First Guaranty NewAlliance may reasonably request for Securities Law securities disclosure purposes. First Guaranty and First Guaranty Bank NewAlliance shall use commercially reasonable efforts to minimize any interference with PremierWestbank's and any Westbank Subsidiary's regular business operations during any such access to PremierWestbank's or any Westbank Subsidiary's personnel, property, books or records. Westbank and records. 6.3.2. Premier its Subsidiaries shall permit First GuarantyNewAlliance, at First Guaranty' NewAlliance's expense, to cause a so-called "Phase I Environmental Site AssessmentAssessments" (the and/or "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) II Environmental Site Assessments" to be performed at each branch office and other properties any physical location owned or operated by Premier, Westbank or any Westbank Subsidiary and, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by PremierWestbank or the applicable Westbank Subsidiary has the contractual right to do so, at any time prior Loan Property or Participation Facility. NewAlliance agrees to the Closing Dateindemnify and hold harmless, Westbank, each Westbank Subsidiary, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "Phase II") prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by the ASTM) that was discovered any landlord or other Persons with an interest in the Phase I real property, from and provided that as against any damages, claims, losses or expenses of any kind, including reasonable attorneys fees, pertaining to or arising from any Phase II performed at a Branch which Premier leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to obtain such landlord consent. Prior to performing entry onto, or any Phase II, First Guaranty will provide Premier with a copy of its proposed work plan and First Guaranty will cooperate in good faith with Premier to address any comments assessments or suggestions made other studies undertaken by Premier regarding the work plan. First Guaranty and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's operation of its business, and First Guaranty shall maintain or cause to be maintained reasonably adequate insurance NewAlliance with respect to to, any assessment conducted hereunder. First Guaranty shall be required to restore each such real property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First Guarantyunder this Section. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty have access to any information that, based on advice of Premier's counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier or such Person or Persons as may be designated by Premier. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. Subject to Section 12.1 hereof12.1, Premier MFI shall permit First Guaranty and First Guaranty Bank Brookline Bancorp reasonable access upon reasonable notice to its properties and those of the Premier MFI Subsidiaries, and shall disclose and make available to First Guaranty and First Guaranty Bank Brookline Bancorp during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or any other subject matter MFI reasonably determines should be treated as confidential) and stockholders' meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which First Guaranty or First Guaranty Bank Brookline Bancorp may have a reasonable interest; provided, however, that Premier MFI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in PremierMFI's reasonable judgment, would interfere with the normal conduct of PremierMFI's business or would violate or prejudice the rights or business interests or confidences of any customer or other person or would result in the waiver 51 by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulationcontravene any applicable law. Premier MFI shall provide and shall request its auditors to provide First Guaranty Brookline Bancorp with such historical financial information regarding it (and related audit reports and consents) as First Guaranty Brookline Bancorp may reasonably request for Securities Law disclosure purposes. First Guaranty and First Guaranty Bank Brookline Bancorp shall use commercially reasonable efforts to minimize any interference with PremierMFI's regular business operations during any such access to PremierMFI's property, books and records. 6.3.2. Premier MFI and each MFI Subsidiary shall permit First GuarantyBrookline Bancorp, at First Guaranty' Brookline Bancorp's expense, to cause a "Phase phase I Environmental Site Assessmentenvironmental audit" (the and a "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) phase II environmental audit" to be performed at each branch office and other properties any physical location owned by Premier, andor, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by Premier, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "Phase II") prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier leases the landlord pursuant to under the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to obtain such landlord consent. Prior to performing agreement, occupied by MFI or any Phase II, First Guaranty will provide Premier with a copy of its proposed work plan and First Guaranty will cooperate in good faith with Premier to address any comments or suggestions made by Premier regarding the work plan. First Guaranty and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's operation of its business, and First Guaranty shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First GuarantyMFI Subsidiary. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty have access to any information that, based on advice of Premier's counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of Premier with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier or such Person or Persons as may be designated by Premier. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. (a) Subject to Section 12.1 11.01 hereof, Premier CS Holdings shall permit First Guaranty and First Guaranty Bank Sunshine Bancorp reasonable access during normal business hours upon reasonable notice to its properties and those of the Premier SubsidiariesCommunity Bank, and shall disclose and make available to First Guaranty and First Guaranty Bank Sunshine Bancorp during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' ’ (other than minutes that discuss any of the transactions contemplated by this Agreement) and stockholders' shareholders’ meetings, organizational documents, Bylawsbylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any all other business activities or prospects in which First Guaranty or First Guaranty Bank Sunshine Bancorp may have a reasonable interest; provided, however, that Premier neither CS Holdings nor Community Bank shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Premier's reasonable judgment, would interfere with the normal conduct of Premier's business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other person applicable law or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or with regard to which disclosure to First Guaranty is prohibited by law or regulationcounsel. Premier CS Holdings shall provide and shall request its auditors to provide First Guaranty Sunshine Bancorp with such historical financial information regarding it (and related audit reports and consents) as First Guaranty Sunshine Bancorp may reasonably request for Securities Law securities disclosure purposes. First Guaranty and First Guaranty Bank Sunshine Bancorp shall use commercially reasonable efforts to minimize any interference with Premier's either CS Holdings’ or Community Bank’s regular business operations during any such access to Premier's CS Holdings’ or Community Bank’s property, books and records. 6.3.2. Premier shall permit First Guaranty, at First Guaranty' expense, to cause a "Phase I Environmental Site Assessment" (the "Phase I"b) (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) to be performed at each branch office and other properties owned by Premier, and, to the extent permitted by any lease governing Premier's lease of any branch, at each branch leased by Premier, at any time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (the "Phase II") prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty will provide Premier with a copy of its proposed work plan and First Guaranty will cooperate in good faith with Premier to address any comments or suggestions made by Premier regarding the work plan. First Guaranty and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's operation of its business, and First Guaranty shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First Guaranty. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.35.03, in no event shall First Guaranty Sunshine Bancorp have access to any information that, based on advice of Premier's CS Holdings’ counsel, would would: (a) reasonably be expected to waive any material legal privilege, ; (b) result in the disclosure of any trade secrets of third parties parties; or (c) violate any obligation of Premier CS Holdings with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by First GuarantySunshine Bancorp, Premier CS Holdings has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty Sunshine Bancorp shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or delayedCS Holdings. All requests made pursuant to this Section 6.3 5.03 shall be directed to an executive officer of Premier CS Holdings or such Person or Persons as may be designated by PremierCS Holdings. All information received pursuant to this Section 6.3 5.03 shall be governed by the terms of the Confidentiality Agreement.