Common use of Access to Properties and Records Clause in Contracts

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject to Section 12.1 hereof, Synergy shall permit NYB and its officers, employees, counsel, accountants and other authorized representatives, reasonable access, upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the Synergy Subsidiaries, and shall disclose and make available to NYB and its officers, employees, counsel, accountants and other authorized representatives during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement, any Acquisition Proposal or any other subject matter Synergy 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 NYB may have a reasonable interest; provided, however, that Synergy shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy shall provide and shall request its auditors to provide NYB with such historical financial information regarding it (and related audit reports and consents) as NYB may reasonably request for securities disclosure purposes. NYB shall use commercially reasonable best efforts to minimize any interference with Synergy’s regular business operations during any such access to Synergy’s property, books and records. Synergy and each Synergy Subsidiary shall permit NYB, at NYB’s expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Synergy or any Synergy Subsidiary.

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject 6.3.1. Subject to Section 12.1 hereof, Synergy Cheviot Financial shall permit NYB and its officers, employees, counsel, accountants and other authorized representatives, MainSource reasonable access, access upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the Synergy Cheviot Financial Subsidiaries, and shall disclose and make available to NYB and its officers, employees, counsel, accountants and other authorized representatives MainSource 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, any Acquisition Proposal Agreement or any other subject matter Synergy Cheviot 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 NYB MainSource may have a reasonable interest; provided, however, that Synergy Cheviot Financial shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in Cheviot Financial’s reasonable judgment, would interfere with the normal conduct of Cheviot Financial’s business or 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 counselcounsel or with regard to which disclosure to MainSource is prohibited by law or regulation. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy Cheviot Financial shall provide and shall request its auditors to provide NYB MainSource with such historical financial information regarding it (and related audit reports and consents) as NYB MainSource may reasonably request for securities Securities Law disclosure purposes. NYB MainSource shall use commercially reasonable best efforts to minimize any interference with SynergyCheviot Financial’s regular business operations during any such access to SynergyCheviot Financial’s property, books and records. 6.3.2. Synergy and each Synergy Subsidiary Cheviot Financial shall permit NYBMainSource, at NYBMainSource’s expense, to cause a “phase Phase I environmental auditEnvironmental Site Assessment” and a (the “phase II environmental audit” 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 Cheviot Financial, and, to the extent permitted by any physical location owned lease governing Cheviot Financial’s lease of any branch, at each branch leased by Cheviot Financial, at any time prior to the Closing Date. To the extent such Phase I identifies a “Recognized Environmental Condition” (as such term is defined by the ASTM) then MainSource may perform, if MainSource determines to do so, a phase II or occupied similar invasive, investigative study. If a Phase II is to be performed at a branch which Cheviot Financial leases and the landlord pursuant to the applicable lease has not consented to such Phase II, Cheviot Financial will use its commercially reasonable efforts (at no cost to Cheviot Financial) to obtain such landlord consent. If a Phase II is to be performed at a branch which Cheviot Financial leases and the landlord pursuant to the applicable lease has consented to a Phase II then Cheviot Financial will use its commercially reasonable efforts (at no cost to Cheviot Financial) to provide notice to the landlord if required under the lease. Prior to performing any Phase II, MainSource will provide Cheviot Financial with a copy of its proposed work plan and MainSource will cooperate in good faith with Cheviot Financial to address any comments or suggestions made by Synergy Cheviot Financial regarding the work plan. MainSource 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 Cheviot Financial’s operation of its business, and MainSource shall maintain or cause to be maintained reasonably adequate insurance with respect to any Synergy Subsidiaryassessment conducted hereunder. MainSource 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 MainSource. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall MainSource have access to any information that, based on advice of Cheviot 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 Cheviot Financial with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by MainSource, Cheviot 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. Further, MainSource shall not have access to information that relates to the Merger or an Acquisition Proposal. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Cheviot Financial or such Person or Persons as may be designated by Cheviot Financial. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject Subject to Section 12.1 hereof, Synergy Polonia shall permit NYB and its officers, employees, counsel, accountants and other authorized representatives, Prudential reasonable access, access during normal business hours upon reasonable written notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the Synergy Polonia Subsidiaries, and shall disclose and make available to NYB and its officers, employees, counsel, accountants and other authorized representatives Prudential 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, any Acquisition Proposal Agreement or any other subject matter Synergy reasonably Polonia determines based on the advice of legal counsel should be treated as confidential) and stockholdersshareholders’ 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 NYB Prudential may have a reasonable interest; provided, however, that Synergy Polonia shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or that is otherwise prohibited by law or contractual agreement. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy shall provide and shall request its auditors to provide NYB with such historical financial information regarding it (and related audit reports and consents) as NYB may reasonably request for securities disclosure purposes. NYB Prudential shall use commercially reasonable best efforts to minimize any interference with SynergyPolonia’s regular business operations during any such access to SynergyPolonia’s property, books and records. Synergy and each Synergy Subsidiary Polonia shall permit NYBPrudential, at NYBPrudential’s sole expense, to cause a Phase I and any Phase II Environmental Site Assessment (“phase I environmental audit” and a “phase II environmental audit” Phase II”) recommended therein to be performed at each Polonia Real Property (provided that such right, with respect to leased Polonia Real Property, shall be subject to the applicable landlord’s prior written consent) provided, however, that Prudential shall only have the right to conduct a Phase II prior to the Closing Date only to the extent that a Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of “Recognized Environmental condition” (as such term is defined by the American Society for Testing Materials) that was discovered in the Phase I. Any such Phase I shall be commenced within 30 days after the date of this Agreement and any physical location owned such Phase II, to the extent permitted by the provisions hereof to be conducted prior to Closing, recommended to be performed by any such Phase I shall be commenced within 30 days of the Phase I report recommending such Phase II. Prudential and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or occupied minimize to the greatest extent possible interference with Polonia’s operation of its business, and Prudential shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. Prudential shall be required to restore each Polonia 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 Synergy Prudential. Prudential hereby agrees to indemnify, defend and hold Polonia harmless from and against any cost, expense, charge, lien, action or judgment, as well as any claim of a right to any such cost, expense, charge, lien, action or judgment arising from any act or omission of Prudential, Prudential’s agents or contractors, or any Synergy Subsidiaryservices, labor, supplies or materials provided or performed by surveyors, engineers, architects and others hired by Prudential to make the inspections and tests, and from and against any personal injury and property damage caused by the act or negligence of Prudential or any of its agents, or independent contractors in connection with any Phase I or Phase II.

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject Subject to Section 12.1 hereof, Synergy First Star shall permit NYB and its officers, employees, counsel, accountants and other authorized representatives, ESSA reasonable access, access during normal business hours upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the Synergy First Star Subsidiaries, and shall disclose and make available to NYB and its officers, employees, counsel, accountants and other authorized representatives ESSA during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement, any Acquisition Proposal Agreement or any other subject matter Synergy First Star reasonably determines should be treated as confidential) 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 NYB ESSA may have a reasonable interest; provided, however, that Synergy First Star shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy First Star shall provide and shall request its auditors to provide NYB ESSA with such historical financial information regarding it (and related audit reports and consents) as NYB ESSA may reasonably request for securities disclosure purposes. NYB ESSA shall use commercially reasonable best efforts to minimize any interference with SynergyFirst Star’s regular business operations during any such access to SynergyFirst Star’s property, books and records. Synergy and each Synergy Subsidiary First Star shall permit NYBESSA, at NYB’s its expense, to cause a “phase Phase I environmental auditEnvironmental Site Assessment” and a (“phase II environmental audit” Phase I ESA”) in conformance with American Society for Testing materials “ASTM”) Standard 1527-05 (as amended) to be performed at each Branch at any physical location owned time prior to the Closing Date, and to the extent such Phase I ESA recommends performance of a Phase II Environmental Site Assessment (the “Phase II”) prior to the Closing only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I ESA to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by the ASTM) that was discovered in the Phase I ESA and provided that as to any Phase II performed at a Branch which FSB leases, the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. FSB will use its commercially reasonable efforts (at no cost to FSB) to obtain such landlord consent. Prior to performing any Phase II, ESSA will provide First Star with a copy of its proposed work plan and ESSA will cooperate in good faith with First Star to address any comments or occupied suggestions made by Synergy First Star regarding the work plan. ESSA and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with First Star’s operation of its business, and ESSA shall maintain or cause to be maintained reasonably adequate insurance with respect to any Synergy Subsidiaryassessment conducted hereunder. ESSA shall be required to restore each property to substantially its pre-assessment condition.

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject Subject to Section 12.1 hereof, Synergy EXX shall permit NYB and its officers, employees, counsel, accountants and other authorized representatives, DNB reasonable access, access during normal business hours upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the Synergy EXX Subsidiaries, and shall disclose and make available to NYB and its officers, employees, counsel, accountants and other authorized representatives DNB 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, any Acquisition Proposal Agreement or any other subject matter Synergy reasonably EXX 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 NYB DNB may have a reasonable interest; provided, however, that Synergy EXX shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or that is otherwise prohibited by law or contractual agreement. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy shall provide and shall request its auditors to provide NYB with such historical financial information regarding it (and related audit reports and consents) as NYB may reasonably request for securities disclosure purposes. NYB DNB shall use commercially reasonable best efforts to minimize any interference with Synergy’s EXX'x regular business operations during any such access to Synergy’s EXX'x property, books and records. Synergy and each Synergy Subsidiary EXX shall permit NYBDNB, at NYB’s its expense, to cause a “phase Phase I environmental audit” and a “phase any Phase II environmental audit” Environmental Site Assessment ("Phase II") recommended therein to be performed at each EXX Real Property (provided that such right, with respect to leased EXX Real Property, shall be subject to the applicable landlord's prior written consent) provided, however, that DNB shall only have the right to conduct a Phase II prior to the Closing Date only to the extent that a Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of "Recognized Environmental condition" (as such term is defined by the American Society for Testing Materials") that was discovered in the Phase I. Any such Phase I shall be commenced within 30 days after the date of this Agreement and any physical location owned such Phase II, to the extent permitted by the provisions hereof to be conducted prior to Closing, recommended to be performed by any such Phase I shall be commenced within 30 days of the Phase I report recommending such Phase II. DNB shall use its best efforts to cause any such Phase I conducted to be completed within 30 days of the date of commencement thereof, but in no event more than 45 days after the date of commencement thereof. In the event DNB elects to commence any Phase II, to the extent permitted pursuant to the provisions of this Section 6.3 to be conducted prior to Closing, DNB shall use its best efforts to have any such Phase II completed within 45 days of the commencement thereof, but in no event more than 60 days after the date of commencement thereof. DNB and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or occupied minimize to the greatest extent possible interference with EXX'x operation of its business, and DNB shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. DNB shall be required to restore each EXX 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 Synergy DNB. DNB hereby agrees to indemnify, defend and hold EXX harmless from and against any cost, expense, charge, lien, action or judgment, as well as any claim of a right to any such cost, expense, charge, lien, action or judgment arising from any act or omission of DNB, DNB's agents or contractors, or any Synergy Subsidiaryservices, labor, supplies or materials provided or performed by surveyors, engineers, architects and others hired by DNB to make the inspections and tests, and from and against any personal injury and property damage caused by the act or neglect of DNB or any of its agents, or independent contractors in connection with any Phase I or Phase II.

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject (a) Subject to Section 12.1 11.01 hereof, Synergy Seller shall permit NYB and its officers, employees, counsel, accountants and other authorized representatives, Buyer reasonable access, access during normal business hours upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the Synergy Seller Subsidiaries, and shall disclose and make available to NYB and its officers, employees, counsel, accountants and other authorized representatives Buyer 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, any Acquisition Proposal Agreement or any other subject matter Synergy Seller reasonably determines should be treated as confidential) and stockholdersStockholders’ meetings, organizational documents, Bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any all other business activities or prospects in which NYB Buyer may have a reasonable interest; provided, however, that Synergy Seller shall not be required to take any action that would provide access to information, or to disclose information information, where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or as not permitted by law or regulation. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy Seller shall provide and shall request its auditors to provide NYB Buyer with such historical financial information regarding it (and related audit reports and consents) as NYB Buyer may reasonably request for securities disclosure purposes. NYB Buyer and Xxxxxxxx Bank shall use commercially reasonable best efforts to minimize any interference with SynergySeller’s regular business operations during any such access to SynergySeller’s property, books and records. Synergy and each Synergy Subsidiary . (b) Notwithstanding anything to the contrary contained in this Section 5.03, in no event shall permit NYBBuyer have access to any information that, at NYBbased on advice of Seller’s expensecounsel, 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 Seller with respect to confidentiality so long as, with respect to confidentiality, to cause the extent specifically requested by Buyer, Seller has made commercially reasonable efforts to obtain a “phase I waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Buyer shall not conduct any environmental audit” and a “phase II environmental audit” sampling without the prior written consent of Seller, which consent may be withheld in Seller’s discretion. All requests made pursuant to this Section 5.03 shall be performed at any physical location owned directed to an executive officer of Seller or occupied such Person or Persons as may be designated by Synergy or any Synergy SubsidiarySeller. All information received pursuant to this Section 5.03 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject 6.3.1. Subject to Section 12.1 hereof, Synergy TCB shall permit NYB PFS and its officers, employees, counsel, accountants and other authorized representatives, Provident Bank reasonable access, access upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the Synergy TCB Subsidiaries, and shall disclose and make available to NYB PFS and its officers, employees, counsel, accountants and other authorized representatives Provident 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, any Acquisition Proposal Agreement or any other subject matter Synergy TCB 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 NYB PFS and Provident Bank may have a reasonable interest; provided, however, that Synergy TCB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in TCB’s reasonable judgment, would interfere with the normal conduct of TCB’s business or 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 counselcounsel or with regard to which disclosure to PFS is prohibited by law or regulation. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy TCB shall provide and shall request its auditors to provide NYB PFS with such historical financial information regarding it (and related audit reports and consents) as NYB PFS may reasonably request for securities disclosure purposes. NYB PFS and Provident Bank shall use commercially reasonable best efforts to minimize any interference with SynergyTCB’s regular business operations during any such access to SynergyTCB’s property, books and records. 6.3.2. Synergy and each Synergy Subsidiary TCB shall permit NYBPFS, at NYB’s its expense, to cause a “phase Phase I environmental auditEnvironmental Site Assessment” and a (the “phase II environmental audit” Phase I”) (in conformance with American Society for Testing Materials (“ATSM”) Standard 1527-05, as amended) to be performed at each branch office owned by TCB, and, to the extent permitted by any physical location owned lease governing TCB’s lease of any branch, at each branch leased by TCB, 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 TCB leases, the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. TCB will use its commercially reasonable efforts (at no cost to TCB) to obtain such landlord consent. Prior to performing any Phase II, PFS will provide TCB with a copy of its proposed work plan and PFS will cooperate in good faith with TCB to address any comments or occupied suggestions made by Synergy TCB regarding the work plan. PFS 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 TCB’s operation of its business, and PFS shall maintain or cause to be maintained reasonably adequate insurance with respect to any Synergy Subsidiaryassessment conducted hereunder. PFS 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 PFS. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall PFS have access to any information that, based on advice of TCB’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 TCB with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by PFS, TCB 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 PFS shall not conduct any environmental sampling without the prior written consent of TCB, 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 TCB or such Person or Persons as may be designated by TCB. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject to Section 12.1 hereof, Synergy PennFed shall permit NYB and its officers, employees, counsel, accountants and other authorized representatives, reasonable access, upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the Synergy PennFed Subsidiaries, and shall disclose and make available to NYB and its officers, employees, counsel, accountants and other authorized representatives during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement, any Acquisition Proposal Agreement or any other subject matter Synergy PennFed 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 NYB may have a reasonable interest; provided, however, that Synergy PennFed shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy PennFed shall provide and shall request its auditors to provide NYB with such historical financial information regarding it (and related audit reports and consents) as NYB may reasonably request for securities disclosure purposes. NYB shall use commercially reasonable best efforts to minimize any interference with SynergyPennFed’s regular business operations during any such access to SynergyPennFed’s property, books and records. Synergy PennFed and each Synergy PennFed Subsidiary shall permit NYB, at NYB’s its expense, to cause a “phase I environmental audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Synergy PennFed or any Synergy PennFed Subsidiary.

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject 6.3.1. Subject to Section 12.1 hereof, Synergy CAB shall permit NYB OFFC and its officers, employees, counsel, accountants and other authorized representatives, OFB reasonable access, access upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the Synergy CAB Subsidiaries, and shall disclose and make available to NYB OFFC and its officers, employees, counsel, accountants and other authorized representatives OFB 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, any Acquisition Proposal Agreement or any other subject matter Synergy CAB 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 NYB OFFC and OFB may have a reasonable interest; provided, however, that Synergy CAB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in CAB’s reasonable judgment, would interfere with the normal conduct of CAB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or would result in the waiver by it of the privilege protecting communications between it and any of its counselcounsel or with regard to which disclosure to OFFC is prohibited by law or regulation. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy CAB shall provide and shall request its auditors to provide NYB OFFC with such historical financial information regarding it (and related audit reports and consents) as NYB OFFC may reasonably request for securities disclosure purposes. NYB OFFC and OFB shall use commercially reasonable best efforts to minimize any interference with SynergyCAB’s regular business operations during any such access to SynergyCAB’s property, books and records. 6.3.2. Synergy and each Synergy Subsidiary CAB shall permit NYBOFFC, at NYB’s its expense, to cause a “phase Phase I environmental auditEnvironmental Site Assessment” and a (the “phase II environmental audit” Phase I”) (in conformance with American Society for Testing Materials (“ATSM”) Standard 1527-05, as amended) to be performed at each branch office owned by CAB, and, to the extent permitted by any physical location owned lease governing CAB’s lease of any branch, at each branch leased by CAB, 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 CAB leases, the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. CAB will use its commercially reasonable efforts (at no cost to CAB) to obtain such landlord consent. Prior to performing any Phase II, OFFC will provide CAB with a copy of its proposed work plan and OFFC will cooperate in good faith with CAB to address any comments or occupied suggestions made by Synergy CAB regarding the work plan. OFFC 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 CAB’s operation of its business, and OFFC shall maintain or cause to be maintained reasonably adequate insurance with respect to any Synergy Subsidiaryassessment conducted hereunder. OFFC 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 OFFC. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall OFFC have access to any information that, based on advice of CAB’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 CAB with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by OFFC, CAB 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, except as provided in Section 6.3.2, OFFC shall not conduct any environmental sampling without the prior written consent of CAB, which consent may be withheld in CAB’s discretion. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of CAB or such Person or Persons as may be designated by CAB. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject 6.3.1. Subject to Section 12.1 hereof, Synergy BOP shall permit NYB ISBC and its officers, employees, counsel, accountants and other authorized representatives, Investors Bank reasonable access, access upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the Synergy BOP Subsidiaries, and shall disclose and make available to NYB ISBC and its officers, employees, counsel, accountants and other authorized representatives Investors 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, any Acquisition Proposal Agreement or any other subject matter Synergy BOP 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 NYB ISBC and Investors Bank may have a reasonable interest; provided, however, that Synergy BOP shall not be required to take any action that would provide access to or to disclose information where such access or disclosure disclosure, in BOP’s reasonable judgment, would interfere with the normal conduct of BOP’s business or 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 counselcounsel or with regard to which disclosure to ISBC is prohibited by law or regulation. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy BOP shall provide and shall request its auditors to provide NYB ISBC with such historical financial information regarding it (and related audit reports and consents) as NYB ISBC may reasonably request for securities disclosure purposes. NYB ISBC and Investors Bank shall use commercially reasonable best efforts to minimize any interference with SynergyBOP’s regular business operations during any such access to SynergyBOP’s property, books and records. 6.3.2. Synergy and each Synergy Subsidiary Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall permit NYBISBC have access to any information that, at NYBbased on advice of BOP’s expensecounsel, 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 BOP with respect to confidentiality so long as, with respect to confidentiality, to cause the extent specifically requested by ISBC, BOP has made commercially reasonable efforts to obtain a “phase I waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that ISBC shall not conduct any environmental audit” and a “phase II environmental audit” sampling without the prior written consent of BOP, which consent may not be unreasonably withheld or delayed. All requests made pursuant to this Section 6.3 shall be performed at any physical location owned directed to an executive officer of BOP or occupied such Person or Persons as may be designated by Synergy or any Synergy SubsidiaryBOP. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreementparties, subject to Section 12.1 hereofhereof and subject to applicable laws relating to exchange of information, Synergy shall the Company will permit NYB Liberty and its officers, employees, counsel, accountants and other authorized representatives, reasonable access, upon reasonable notice and throughout the period before the Effective Timenotice, to its resources, personnel and properties and those of the Synergy Company Subsidiaries, and shall disclose and make available to NYB and its officers, employees, counsel, accountants and other authorized representatives Liberty during normal business hours throughout the period prior to the Effective Time of the Merger all of its the books, papers and records of the Company or any of the Company Subsidiaries 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, any Acquisition Proposal the Bank Merger Agreement or any other subject matter Synergy reasonably determines should be treated as confidentialstrategic alternatives) 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 NYB Liberty may have a reasonable interest; provided, however, that Synergy the Company shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy The Company shall provide and shall request its auditors to provide NYB Liberty with such historical financial information regarding it the Company and any of the Company Subsidiaries (and related audit reports and consents) as NYB Liberty may reasonably request for securities disclosure purposesrequest. NYB Liberty shall use commercially reasonable best efforts to minimize any interference with Synergythe Company’s and any of the Company Subsidiaries’ regular business operations during any such access to Synergythe Company’s or the Company Subsidiaries’ personnel, property, books and or records. Synergy The Company and each Synergy Subsidiary any of the Company Subsidiaries shall permit NYBLiberty, at NYBLiberty’s expense, to cause a so-called “phase Phase I environmental auditEnvironmental Site Assessments” and a and/or “phase Phase II environmental auditEnvironmental Site Assessments” to be performed at any physical location owned or occupied operated by Synergy the Company or any Synergy Subsidiaryof the Company Subsidiaries and, to the extent the Company or any of the Company Subsidiaries has the contractual right to do so, at any Loan Property or Participation Facility.

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject 6.3.1 Subject to Section 12.1 13.1 hereof, Synergy PSBK shall permit NYB FCAL and its officers, employees, counsel, accountants and other authorized representatives, FCB reasonable access, access upon reasonable notice and throughout the period before the Effective Time, during normal business hours to its resources, personnel and properties and those of the Synergy SubsidiariesPSBK, and shall disclose and make available to NYB FCAL and its officers, employees, counsel, accountants and other authorized representatives FCB during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax Tax records, minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement, any Acquisition Proposal Agreement or any other subject matter Synergy PSBK reasonably determines should be treated as confidential) and stockholdersshareholders’ 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 NYB FCAL or FCB may have a reasonable interest; provided, however, that Synergy PSBK shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy PSBK shall provide and shall request its auditors to provide NYB FCAL with Table of Contents such historical financial information regarding it (and related audit reports and consents) as NYB FCAL may reasonably request for securities disclosure purposesrequest. NYB FCAL and FCB shall use commercially reasonable best efforts to minimize any interference with SynergyPSBK’s regular business operations during any such access to SynergyPSBK’s property, books and records. Synergy FCAL’s and each Synergy Subsidiary FCB’s examination of the records of PSBK pursuant hereto, shall permit NYBnot constitute a waiver or relinquishment on the part of FCAL or FCB to rely upon the representations and warranties made by PSBK herein or pursuant hereto; provided, at NYB’s expense, to cause a “phase I environmental audit” that FCAL and a “phase II environmental audit” to be performed at FCB shall disclose any physical location owned fact or occupied circumstance it may discover which it believes renders any representation or warranty made by Synergy or PSBK hereunder incorrect in any Synergy Subsidiaryrespect.

Access to Properties and Records. In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject to Section 12.1 hereof, Synergy shall permit NYB and its officers, employees, counsel, accountants and other authorized representatives, reasonable access, upon reasonable notice and throughout the period before the Effective Time, to its resources, personnel and properties and those of the Synergy Subsidiaries, and shall disclose and make available to NYB and its officers, employees, counsel, accountants and other authorized representatives during normal business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ ' (other than minutes that discuss any of the transactions contemplated by this Agreement, any Acquisition Proposal or any other subject matter Synergy 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 NYB may have a reasonable interest; provided, however, that Synergy shall not be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel. Synergy shall upon NYB’s 's reasonable request provide NYB with access to Synergy’s 's records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s 's efforts to complete a migration or integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s 's system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the Xxxxx-Xxxxx-Xxxxxx Act and any applicable regulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Synergy shall provide and shall request its auditors to provide NYB with such historical financial information regarding it (and related audit reports and consents) as NYB may reasonably request for securities disclosure purposes. NYB shall use commercially reasonable best efforts to minimize any interference with Synergy’s 's regular business operations during any such access to Synergy’s 's property, books and records. Synergy and each Synergy Subsidiary shall permit NYB, at NYB’s 's expense, to cause a “"phase I environmental audit” " and a “"phase II environmental audit” " to be performed at any physical location owned or occupied by Synergy or any Synergy Subsidiary.