Common use of Access; Information Clause in Contracts

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ agrees that upon reasonable notice and subject to applicable laws, it shall afford NBT and its designated authorized officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books of ▇▇▇▇▇▇▇▇▇’▇ board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury and to such other information relating to Salisbury as NBT may reasonably request and, during such period, it shall furnish promptly to NBT all information concerning the business, properties and personnel of Salisbury as NBT may reasonably request. NBT shall use commercially reasonable efforts to minimize any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any such access to Salisbury’s employees, property, books and records. (b) In furtherance of the foregoing, Salisbury shall, on a biweekly basis, provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT may reasonably request regarding such loans, and (ii) a list of all commercial real estate loans and commercial business loans approved during the period covered by the report, as well as any additional information as NBT may reasonably request regarding such loans. (c) Salisbury shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to NBT by Salisbury pursuant to Section 5.10(a) shall be subject to, and NBT shall hold all such information in confidence in accordance with, the provisions of the letter agreement, dated as of September 12, 2022, by and between Salisbury and NBT (the “Confidentiality Agreement”). (e) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall NBT have access to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ 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 Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT of the business and affairs of Salisbury shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreement.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ GLB agrees that upon reasonable notice and subject to applicable lawslaws relating to the exchange of information, it shall afford NBT BVCC and its designated authorized BVCC's officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (records, including, without limitation, Tax Returns and work papers of independent auditors), minute books of ▇▇▇▇▇▇▇▇▇’▇ board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury GLB and to such other information relating to Salisbury GLB as NBT BVCC may reasonably request and, during such period, it shall furnish promptly to NBT BVCC all information concerning the business, properties and personnel of Salisbury GLB as NBT BVCC may reasonably request. NBT shall use commercially reasonable efforts to minimize any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any such access to Salisbury’s employees, property, books and records. (b) In furtherance BVCC agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford GLB and GLB's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the foregoingperiod prior to the Effective Time to the books, Salisbury shall, on a biweekly basis, provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activityrecords, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of BVCC and to such other information regarding loan applications, loan approvals and loan performance, relating to BVCC as well as any additional information as NBT GLB may reasonably request regarding and, during such loansperiod, it shall furnish promptly to GLB all information concerning the business, properties and (ii) a list personnel of all commercial real estate loans BVCC and commercial business loans approved during the period covered by the report, its Subsidiaries as well as any additional information as NBT GLB may reasonably request regarding such loansrequest. (c) Salisbury shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to NBT either party by Salisbury the other party pursuant to this Section 5.10(a) 6.6 shall be subject to, and NBT such receiving party shall hold all such information in confidence in accordance with, with the provisions of the letter agreementConfidentiality Agreements, dated as of September 12June 2, 20222005 and August 8, by 2005 between BVCC and between Salisbury and NBT GLB (the “"Confidentiality Agreement”Agreements"). (d) As soon as reasonably available but in no event more than five business days after filing, GLB will deliver to BVCC each report, financial or otherwise, filed by it or GLB Bank with any Bank Regulatory Authority or the SEC. (e) Notwithstanding anything to the contrary contained in this Section 5.10, As soon as reasonably available but in no event shall NBT have access more than five business days after filing, BVCC will deliver to GLB each report, financial or otherwise, filed by it or any information thatof its Subsidiaries with any Bank Regulatory Authority or the SEC. (f) Within 30 calendar days after the end of each month, based on advice GLB will deliver to BVCC, (i) the unaudited consolidated balance sheet and unaudited consolidated statement of ▇▇▇▇▇▇▇▇▇’▇ counseloperations of GLB for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein, would: (aii) reasonably be expected an Asset and Liability Committee ("ALCO") report and analysis for such month and (iii) a delinquency report and analysis for such month. (g) Within 30 calendar days after the end of each month, BVCC will deliver to waive any material legal privilege; GLB, (bi) result the unaudited consolidated balance sheet and unaudited consolidated statement of operations of BVCC for the immediately preceding month prepared in accordance with GAAP except for the disclosure absence of any trade secrets footnotes and subject to year end audit and adjustment or as otherwise noted therein, (ii) a delinquency report and analysis for such month and (iii) the status of third parties; or (c) violate any obligation of Salisbury with respect to confidentiality so long as, with respect to confidentiality, BVCC's application to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ has made commercially reasonable efforts FRB to obtain become registered as a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT of the business and affairs of Salisbury shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreementbank holding company.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ IDPK agrees that upon reasonable notice and subject to applicable lawslaws relating to the exchange of information, it shall afford NBT PPBI and its designated authorized Pacific Premier’s officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books systems, properties, personnel and advisors of ▇▇▇▇▇▇▇▇▇’▇ board of directors IDPK and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury its Subsidiaries and to such other information relating to Salisbury IDPK and its Subsidiaries as NBT PPBI may reasonably request and, during such period, it shall furnish promptly to NBT PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of Salisbury IDPK and its Subsidiaries as NBT PPBI may reasonably request; provided, however, that IDPK shall not be required to furnish to PPBI information that is required by a Governmental Authority to be held confidential by IDPK. (b) During the period from the date of this Agreement to the Effective Time, IDPK shall, upon the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its financial condition, operations and business and matters relating to the completion of the Transaction. NBT As soon as reasonably available, but in no event more than twenty (20) days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), IDPK will deliver to PPBI its unaudited statement of financial condition and statements of income, without related notes, for such quarter prepared in accordance with GAAP. As soon as reasonably available, but in no event more than thirty (30) days after the end of each fiscal year, IDPK will deliver to PPBI its unaudited statement of financial condition and statements of income, without related notes (except for normal year-end adjustments as set forth on the year-end audited financial statements of IDPK), for such year prepared in accordance with GAAP. As soon as reasonably available, but in no event more than ninety (90) days after the end of each fiscal year, IDPK will deliver to PPBI its audited statement of financial condition and statements of income, shareholders’ equity and cash flows for such year prepared in accordance with GAAP. Within seven (7) days after the end of each month, IDPK will deliver to PPBI a statement of financial condition and statement of income, without related notes, for such month prepared in accordance with GAAP. (c) All information furnished pursuant to this Section 6.06 shall use commercially reasonable efforts be subject to minimize any interference with the provisions of the Confidentiality and Non-Disclosure Agreement, dated as of August 19, 2014 between PPBI and K▇▇▇▇, B▇▇▇▇▇▇▇ & W▇▇▇’▇ regular business operations during any such access to Salisbury’s employees▇, propertyInc., books and records. (b) In furtherance of the foregoing, Salisbury shalla Stifel Company, on a biweekly basis, provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT may reasonably request regarding such loans, and (ii) a list behalf of all commercial real estate loans and commercial business loans approved during the period covered by the report, as well as any additional information as NBT may reasonably request regarding such loans. (c) Salisbury shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to NBT by Salisbury pursuant to Section 5.10(a) shall be subject to, and NBT shall hold all such information in confidence in accordance with, the provisions of the letter agreement, dated as of September 12, 2022, by and between Salisbury and NBT IDPK (the “Confidentiality Agreement”). (ed) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall NBT have access to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ 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 Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT any of the business and affairs of Salisbury parties or their respective representatives shall affect the representations, warranties, covenants or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or agreements of the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreementother parties set forth herein.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ SDTB agrees that upon reasonable notice and subject to applicable lawslaws relating to the exchange of information, it shall afford NBT PPBI and its designated authorized Pacific Premier's officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books systems, properties, personnel and advisors of ▇▇▇▇▇▇▇▇▇’▇ board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury SDTB and to such other information relating to Salisbury SDTB as NBT PPBI may reasonably request and, during such period, it shall furnish promptly to NBT PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of Salisbury SDTB as NBT PPBI may reasonably request, except for Redacted Information. NBT Notwithstanding the preceding sentence, SDTB shall use commercially its reasonable best efforts to minimize any interference provide PPBI with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any such access to Salisbury’s employees, property, books and recordssubstitute disclosure of Redacted Information. (b) In furtherance During the period from the date of this Agreement to the Effective Time, SDTB shall, upon the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its financial condition, operations and business and matters relating to the completion of the foregoingTransaction. As soon as reasonably available, Salisbury shallbut in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), on a biweekly basisSDTB will deliver to PPBI its statement of financial condition and statements of income, provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan changes in shareholders' equity and residential construction loan activitycash flows, including information regarding loan applicationswithout related notes, loan approvals and loan performancefor such quarter prepared in accordance with GAAP and, as well soon as any additional information as NBT may reasonably request regarding available, but in no event more than 30 days after the end of each fiscal year, SDTB will deliver to PPBI its statement of financial condition and statements of income, shareholders' equity and cash flows for such loansyear prepared in accordance with GAAP. Within seven (7) days after the end of each month, SDTB will deliver to PPBI a statement of financial condition and (ii) a list statement of all commercial real estate loans and commercial business loans approved during the period covered by the reportincome, as well as any additional information as NBT may reasonably request regarding without related notes, for such loansmonth prepared in accordance with GAAP. (c) Salisbury All information furnished pursuant to this Section 6.06 shall keep NBT reasonably apprised be subject to the provisions of the status Confidentiality and Non-Disclosure Agreement, dated as of any legal proceeding involving Salisbury or any of its Subsidiaries October 29, 2012 between PPBI and shall notify NBT of any change in status of such legal proceeding SDTB (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change"Confidentiality Agreement"). (d) All information furnished to NBT by Salisbury pursuant to Section 5.10(a) shall be subject to, and NBT shall hold all such information in confidence in accordance with, the provisions of the letter agreement, dated as of September 12, 2022, by and between Salisbury and NBT (the “Confidentiality Agreement”). (e) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall NBT have access to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ 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 Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT any of the business and affairs of Salisbury parties or their respective representatives shall affect the representations, warranties, covenants or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or agreements of the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreementother parties set forth herein.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ agrees that upon reasonable notice During the period from the date of this Agreement continuing through the Closing or termination of this Agreement under Section 7.01, Seller Parent, Seller, Seller Bank and subject to applicable laws, it their respective Subsidiaries shall afford NBT to Purchaser Parent, Purchaser Bank and its designated authorized their respective officers, directors, employees, counsel, accountants accountants, advisors, representatives and other authorized representatives such agents (collectively, “Representatives”) reasonable access upon prior notice and during normal business hours throughout the period prior hours, to the Effective Time officers, employees, properties, offices and other facilities, and to the booksContracts, records Seller Bank Books and Records and other documents and data (includingincluding employee data, without limitationto the extent necessary to onboard the Continuing Employees, Tax Returns subject to applicable Law) relating exclusively to the business of Seller Bank, that Purchaser Parent and work papers Purchaser Bank through their respective Representatives, may from time to time reasonably request and Seller Parent, Seller and Seller Bank shall furnish to Purchaser Parent, Purchaser Bank and their respective Representatives all relevant financial, operating and other data and information relating to Seller Bank in Seller Parent’s or its Affiliates’ possession or control which Purchaser Parent or Purchaser Bank through their respective Representatives may from time to time reasonably request, including by providing to Purchaser Parent (1) monthly unaudited consolidated financial statements of independent auditors)Seller and Seller Bank that are prepared for management purposes, minute books of ▇▇▇▇▇▇▇▇▇’▇ board of directors and any committees thereof which shall be prepared in accordance with the Accounting Principles (other than minutes that discuss any with respect to the exclusion of the transactions contemplated Excluded Subsidiaries) and (2) on a monthly or quarterly basis, as applicable, Seller Bank’s Strategic Performance Reports, Bank Month End Reports, ALCO Reports, Pipeline Reports, ALLL Reports and Asset Quality Reports, each consistent with the forms thereof previously made available to Purchaser Bank, and all similar management reports produced by each business unit of Seller Bank on a monthly or quarterly basis, (3) monthly reports of resignations of any Bank Employee who exceeds Grade 23 or who is a party to an Employee Retention Plan, (4) quarterly credit ratings based on key risk factors, mutually agreed upon by Seller Parent and Purchaser Parent after the date hereof and (5) monthly lists of Extensions of Credit with a non-pass risk rating that are materially modified. Purchaser Parent and Purchaser Bank shall, and shall cause their respective Representatives to, conduct its inspections and investigations under this Section 4.05 in a manner that will not unreasonably interfere with the conduct of the business of Seller Parent and its Affiliates. Notwithstanding the foregoing, (A) Seller Parent, Seller and Seller Bank shall not be required to disclose any information where disclosure would (i) breach any agreement with any third party in effect on the date of this Agreement (if Seller Parent, Seller or any confidential supervisory information), properties and personnel of Salisbury and to such other information relating to Salisbury as NBT may reasonably request and, during such period, it Seller Bank shall furnish promptly to NBT all information concerning the business, properties and personnel of Salisbury as NBT may reasonably request. NBT shall use have used commercially reasonable efforts to minimize have obtained the consent of such third party to such disclosure), (ii) result in the loss of any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during attorney-client privilege or other privilege held by such party or (iii) contravene any such access to Salisbury’s employeesLaw, propertyin which case the Seller Parent, books Seller Bank or Seller, as applicable, will make appropriate substitute disclosure arrangements and records(B) the distribution or receipt of any information made available under this Section 4.05 shall not affect any other rights of the parties under this Agreement. (b) In furtherance of If reasonably requested by Seller Parent, the foregoing, Salisbury shall, on parties shall enter into a biweekly basis, provide customary access and indemnification agreement relating to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT may reasonably request regarding such loans, and (ii) a list of all commercial real estate loans and commercial business loans approved during the period covered by the report, as well as any additional information as NBT may reasonably request regarding such loansaccess rights under this Section 4.05. (c) Salisbury shall keep NBT reasonably apprised Purchaser Parent acknowledges that the information provided to it by Seller Parent in connection with this Agreement is subject to the Confidentiality Agreement. As of the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to NBT by Salisbury pursuant to Section 5.10(a) shall be subject to, and NBT shall hold all such information in confidence in accordance withEffective Time, the provisions of the letter agreement, dated as of September 12, 2022, by and between Salisbury and NBT (the “Confidentiality Agreement”)Agreement shall terminate. (e) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall NBT have access to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ 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 Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT of the business and affairs of Salisbury shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreement.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ agrees that upon Upon reasonable notice from SCB and subject to applicable lawsLaws relating to the exchange of information, it BSCA shall afford NBT SCB and its designated authorized officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books properties, personnel and advisors of ▇▇▇▇▇▇▇▇▇’▇ board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury BSCA and to such other information relating to Salisbury BSCA as NBT SCB may reasonably request and, during such period, BSCA shall furnish to SCB and BOSC all information concerning the business, properties and personnel of BSCA as SCB may reasonably request. Such access to the books, records, properties, personnel, advisors, and information of BSCA shall permit SCB and BOSC and their duly authorized representatives access for all purposes in connection with the Merger, including, without limitation: (i) meeting with, interviewing, and assessing the qualifications of employees of BSCA to be employed by SCB and/or BOSC from and after the Effective Time; (ii) assessing and confirming the timely conversion of the data processing systems and processes of BSCA in connection with the Merger; (iii) assessing and measuring the assets and liabilities of BSCA for purposes of fair value accounting in connection with the Merger; and (iv) otherwise confirming the accuracy and completeness of the information being provided by BSCA to SCB and BOSC under this Agreement. (b) Upon reasonable notice from BSCA and subject to applicable Laws relating to the exchange of information, SCB and BOSC shall afford BSCA and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and advisors of SCB and BOSC and to such other information relating to SCB or BOSC as BSCA may reasonably request and, during such period, it shall furnish promptly to NBT BSCA all information concerning the business, properties and personnel of Salisbury SCB and BOSC as NBT BSCA may reasonably request. NBT shall use commercially reasonable efforts to minimize any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any such access to Salisbury’s employees, property, books and records. (b) In furtherance of the foregoing, Salisbury shall, on a biweekly basis, provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT may reasonably request regarding such loans, and (ii) a list of all commercial real estate loans and commercial business loans approved during the period covered by the report, as well as any additional information as NBT may reasonably request regarding such loans. (c) Salisbury BSCA shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of cooperate, and use its Subsidiaries commercially reasonable efforts to cause its independent auditor to cooperate, at BSCA’s expense, with SCB and shall notify NBT of any change BOSC and their independent auditor in status of such legal proceeding (order to enable SCB and its Affiliates to prepare financial statements, including, without limitation, any filingspro forma financial information, hearings for BSCA that may be required by SCB and/or BOSC in connection with the filing of regulatory applications with Governmental Authorities or settlement negotiations) within two Business Days of such changeotherwise required in connection with the transactions contemplated by this Agreement. NBT shall keep Salisbury reasonably apprised Without limiting the generality of the status foregoing, B▇▇▇ agrees that it will execute and deliver, and cause its officers to execute and deliver (including former officers of any material legal proceeding involving NBT BSCA after the Closing,) such “representation” letters as are customarily delivered in connection with audits and as the independent auditors of SCB or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such changeBOSC may respectively reasonably request under the circumstances. (d) All information furnished to NBT by Salisbury pursuant to this Section 5.10(a) 6.4 shall be subject to, and NBT shall hold all such information in confidence in accordance with, to the provisions of Section 6.19 of this Agreement. None of SCB, BOSC or BSCA shall be required to provide access or disclose information where such access or disclosure would the letter agreementjeopardize such party’s attorney-client privilege (after giving due consideration to the existence of any common interest, dated as of September 12joint defense or similar agreement between the parties), 2022provided that that in any event, by and between Salisbury and NBT (a party asserting such privilege will work with the “Confidentiality Agreement”)other parties in good faith to make appropriate substitute disclosure arrangements. (e) Notwithstanding anything Not later than the earlier of (i) the day immediately following the monthly BSCA Board meeting each calendar month or (ii) thirty (30) days after each calendar month end during the period from the date of this Agreement until the Closing Date or termination of this Agreement in accordance with its terms, BSCA shall prepare in good faith and deliver to SCB: (A) a balance sheet of BSCA as of such month end and related statements of income prepared on a basis consistent with GAAP and the BSCA Financial Statements (each such statement, an “Interim Statement”); (B) a copy of all reports to the contrary contained BSCA Board for such month, including without limitation, reports regarding the deposits, Loans, any Loan under the terms of which the obligor is 90 or more days delinquent in this Section 5.10payment of principal or interest, or to the Knowledge of BSCA, in no event shall NBT have access to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ counsel, would: (a) reasonably be expected to waive any material legal privilege; (b) result in the disclosure default of any trade secrets other material provision thereof, each Loan which has been classified as “substandard,” “doubtful,” “loss” or “special mention” (or words of third parties; similar import) by BSCA, or an applicable regulatory authority, the ALLL report (c) violate including the analysis of the adequacy thereof), a listing of the OREO acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof, and each Loan with any obligation of Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an director or executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. BSCA; (C) confirmation of BSCA’s accrual and/or payment of all expenses related to the Merger, including all accountant fees, attorneys’ fees, investment advisor and broker fees, employee and consultant salaries, fees, bonuses (including retention bonuses), change in control payments, and other compensation, conversion costs, and contract termination fees. (f) No investigation by NBT any of the business and affairs of Salisbury parties or their respective representatives shall affect the representations, warranties, covenants or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or agreements of the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreementother party set forth herein.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ FAB agrees that upon reasonable notice and subject to applicable lawslaws relating to the exchange of information, it shall afford NBT PPBI and its designated authorized Pacific Premier’s officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books systems, properties, personnel and advisors of ▇▇▇▇▇▇▇▇▇’▇ board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury FAB and to such other information relating to Salisbury FAB as NBT PPBI may reasonably request and, during such period, it shall furnish promptly to NBT PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of Salisbury FAB as NBT PPBI may reasonably request. NBT shall use commercially reasonable efforts to minimize any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any such access to Salisbury’s employees, property, books and records. (b) In furtherance During the period from the date of this Agreement to the Effective Time, FAB shall, upon the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its financial condition, operations and business and matters relating to the completion of the foregoingTransaction. As soon as reasonably available, Salisbury shallbut in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), on a biweekly basisFAB will deliver to PPBI its balance sheet and statements of income and changes in stockholders’ equity, provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activitywithout related notes, including information regarding loan applications, loan approvals and loan performancefor such quarter prepared in accordance with GAAP and, as well soon as any additional information as NBT may reasonably request regarding available, but in no event more than 30 days after the end of each fiscal year, FAB will deliver to PPBI its balance sheet and statements of income, stockholders’ equity and cash flows for such loansyear prepared in accordance with GAAP. Within seven (7) days after the end of each month, FAB will deliver to PPBI a balance sheet and (ii) a list statement of all commercial real estate loans and commercial business loans approved during the period covered by the reportincome, as well as any additional information as NBT may reasonably request regarding without related notes, for such loansmonth prepared in accordance with GAAP. (c) Salisbury shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to NBT by Salisbury pursuant to this Section 5.10(a) 6.06 shall be subject to, and NBT shall hold all such information in confidence in accordance with, to the provisions of the letter agreementConfidentiality Agreement, dated as of September 12August 10, 2022, by 2012 between PPBI and between Salisbury and NBT SAMCO Capital Markets on behalf of FAB (the “Confidentiality Agreement”). (d) No investigation by any of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (e) Notwithstanding anything FAB shall allow a representative of PPBI to attend as an observer (telephonically or in person) all FAB Board and FAB Board committee meetings, except that no PPBI representative will be entitled to attend any meeting in which the FAB Board considers the Merger. FAB shall give reasonable notice to PPBI of any such meeting and, if known, the agenda for or business to be discussed at such meeting. FAB shall also provide to PPBI all written agendas and meeting or written consent materials provided to the contrary contained directors of FAB in connection with FAB Board and committee meetings. All information obtained by PPBI at these meetings shall be treated in confidence as provided in this Section 5.10, in no event shall NBT have access to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ 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 Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT of the business and affairs of Salisbury shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreement6.06.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ agrees that upon Upon reasonable notice from BCML and subject to applicable lawslaws relating to the exchange of information, it BFC and BANK shall afford NBT BCML, UBB and its designated authorized their officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Primary Merger Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books properties, personnel and advisors of ▇▇▇▇▇▇▇▇▇’▇ board of directors BFC and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury BANK and to such other information relating to Salisbury BFC and BANK as NBT BCML may reasonably request and, during such period, it shall furnish promptly to NBT BCML all information concerning the business, properties and personnel of Salisbury BFC and BANK as NBT BCML may reasonably request. NBT Upon reasonable notice from BFC and BANK and subject to applicable laws relating to the exchange of information, BCML shall use commercially reasonable efforts to minimize any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any afford BFC, BANK and their respective officers, employees, counsel, accountants and other authorized representatives such access to Salisbury’s employees, property, books and records. (b) In furtherance of the foregoing, Salisbury shall, on a biweekly basis, provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT may reasonably request regarding such loans, and (ii) a list of all commercial real estate loans and commercial during normal business loans approved during hours throughout the period covered by prior to the reportPrimary Merger Effective Time to the books, as well as any additional information as NBT may reasonably request regarding such loans. (c) Salisbury shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding records (including, without limitation, any filingsTax Returns and work papers of independent auditors), hearings or settlement negotiationsproperties, personnel and advisors of BCML and to such other information relating to BCML as BFC and BANK may reasonably request and, during such period, it shall furnish to BFC and BANK all information concerning the business, properties and personnel of BCML as BFC and BANK may reasonably request. (b) within two Business Days of such change. NBT BFC and BANK shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of cooperate, and use their commercially reasonable best efforts to cause its Subsidiaries independent auditor to cooperate, at BFC’s expense, with BCML and shall notify Salisbury of any change its independent auditor in status of such legal proceeding (order to enable BCML and its Affiliates to prepare financial statements, including, without limitation, any hearings pro forma financial information, for BFC that may be required by BCML in connection with the filing of regulatory applications with Governmental Authorities or settlement negotiations) within five Business Days otherwise required in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, BFC and BANK agree that they will execute and deliver, and cause their officers to execute and deliver (including former officers of BFC and/or BANK after the Closing), such change“representation” letters as are customarily delivered in connection with audits and as the independent auditors of BFC, BANK or BCML may respectively reasonably request under the circumstances. (dc) All information furnished to NBT by Salisbury pursuant to this Section 5.10(a) 6.4 shall be subject to, and NBT shall hold all such information in confidence in accordance with, to the provisions of the letter confidentiality agreement, dated as of September 12June 25, 20222018 between BCML, by BFC and between Salisbury and NBT BANK (the “Confidentiality Agreement”). (ed) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall NBT have access to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ 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 Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT any of the business and affairs of Salisbury parties or their respective representatives shall affect the representations, warranties, covenants or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or agreements of the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreementother parties set forth herein.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ MortgageIT agrees that upon reasonable notice and subject to applicable lawslaws relating to the exchange of information, it shall afford NBT Acquiror and its designated authorized Acquiror’s officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books of ▇▇▇▇▇▇▇▇▇’▇ board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury MortgageIT and its Subsidiaries and to such other information relating to Salisbury MortgageIT and its Subsidiaries as NBT may reasonably request and, during such period, it shall furnish promptly to NBT all information concerning the business, properties and personnel of Salisbury as NBT Acquiror may reasonably request. NBT Without limiting the foregoing, MortgageIT agrees that it shall use commercially reasonable efforts to minimize any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any such access to Salisburyprovide Acquiror and Acquiror’s officers, employees, propertycounsel, accountants and other authorized representatives with all of the information (including Tax workpapers and Tax-related books and records) necessary, and shall make its authorized representatives available for regular consultations, in order to determine the amount of dividends or distributions required or permitted to be made to holders of MortgageIT Common Stock pursuant to Section 4.01(c) and 6.12 hereof and to determine the tax basis of the assets of MortgageIT and its Subsidiaries. (b) In furtherance Neither MortgageIT nor its Subsidiaries shall be required to provide access to, or disclose, information where such access or disclosure would jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. MortgageIT will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the foregoing, Salisbury shall, on a biweekly basis, provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT may reasonably request regarding such loans, and (ii) a list of all commercial real estate loans and commercial business loans approved during the period covered by the report, as well as any additional information as NBT may reasonably request regarding such loanspreceding sentence apply. (c) Salisbury shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of its Subsidiaries The parties acknowledge that MortgageIT and shall notify NBT of any change in status of such legal proceeding (includingAcquiror have previously executed a letter dated May 23, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to NBT by Salisbury pursuant to Section 5.10(a) shall be subject to, and NBT shall hold all such information in confidence in accordance with, the provisions of the letter agreement, dated as of September 12, 2022, by and between Salisbury and NBT 2006 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms. Acquiror will hold any “Evaluation Materials” (as defined in the Confidentiality Agreement) confidential in accordance with the terms of the Confidentiality Agreement. (ed) Notwithstanding anything The parties agree that all non-public, proprietary or confidential information relating to Acquiror and any of its affiliates that has been disclosed to MortgageIT or its representatives by Acquiror or its representatives will be held in confidence by MortgageIT to the contrary contained same extent as Acquiror is obligated to hold in this Section 5.10, in no event shall NBT have access to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ 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 Salisbury with respect to confidentiality so long as, with respect to confidentiality, confidence “Evaluation Materials” pursuant to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT of the business and affairs of Salisbury shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of NBT to consummate the transactions contemplated by this Confidentiality Agreement.

Access; Information. (aA) ▇▇▇▇▇▇▇▇▇ agrees that upon Upon reasonable notice notice, CFG and subject to applicable laws, it CB shall afford NBT each of CBI and its designated authorized HBI and their officers, employees, counsel, accountants and other authorized representatives such reasonable access representatives, access, during normal business hours throughout the period prior up to the Effective Time Date, to all of the properties, books, contracts, commitments and records (including, without limitation, Tax Returns of CFG and work papers of independent auditors), minute books of ▇▇▇▇▇▇▇▇▇’▇ board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury and to such other information relating to Salisbury as NBT may reasonably request its Subsidiaries and, during such period, it CFG and CB shall furnish promptly (and cause its accountants and other agents to NBT furnish promptly) to CBI and/or HBI (1) a copy of each report, schedule and other document filed by CFG and its Subsidiaries with any Regulatory Authority or other governmental authority, and (2) all other information concerning the business, properties and personnel of Salisbury CFG and its Subsidiaries as NBT CBI and/or HBI may reasonably request. NBT shall use commercially reasonable efforts to minimize any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any such access to Salisbury’s employees, property, books and records. (b) In furtherance of the foregoing, Salisbury shall, on a biweekly basis, provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT may reasonably request regarding such loans, and (ii) a list of all commercial real estate loans and commercial business loans approved during the period covered by the report, as well as any additional information as NBT may reasonably request regarding such loans. (c) Salisbury shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to NBT by Salisbury pursuant to Section 5.10(a) shall be subject to, and NBT shall hold all such information in confidence in accordance with, the provisions of the letter agreement, dated as of September 12, 2022, by and between Salisbury and NBT (the “Confidentiality Agreement”). (e) Notwithstanding anything to the contrary contained in this Section 5.10, in provided that no event shall NBT have access to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ 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 Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made investigation pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT of the business and affairs of Salisbury 5.5 shall affect or be deemed to modify or waive any representation, warranty, covenant representation or agreement warranty made by CFG or CB in this Agreement, Plan or the conditions to the obligations of NBT CFG and CB to consummate the transactions contemplated by this AgreementPlan; and (B) Neither CBI nor HBI will use any information obtained pursuant to this Section 5.5 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, each of CBI and HBI will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such information or documents becomes publicly available other than by reason of any action or failure to act by CBI or HBI or as either of them is advised by counsel that any such information or document is required by law to be disclosed, and in the event of the termination of this Plan, CBI and HBI will, upon request by CFG, deliver to CFG all documents so obtained by CBI or HBI or destroy such documents and, in the case of destruction, will certify such fact to CFG. (C) Upon reasonable notice, CBI and HBI shall furnish promptly (and cause its accountants and other agents to furnish promptly) to CFG a copy of each Material report, schedule and other document filed by CBI or HBI with any Regulatory Authority or other governmental authority, as CFG may reasonably request, provided that no investigation pursuant to this Section 5.5 shall affect or be deemed to modify or waive any representation or warranty made by CBI or HBI in this Plan or the conditions to the obligations of CBI and HBI to consummate the transactions contemplated by this Plan; and (D) CFG will not use any information obtained pursuant to this Section 5.5 for any purpose unrelated to the consummation of the transactions contemplated by this Plan and, if this Plan is terminated, will hold all confidential information and documents obtained pursuant to this paragraph in confidence (as provided in Section 8.6) unless and until such time as such information or documents become publicly available other than by reason of any action or failure to act by CFG or as it is advised by counsel that any such information or document is required by law to be disclosed, and in the event of the termination of this Plan, CFG will, upon request by CBI or HBI, deliver to each of CBI and HBI, respectively, all documents so obtained by CFG or destroy such documents and, in the case of destruction, will certify such fact to CBI or HBI, as applicable.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ agrees that upon Upon reasonable notice from Plumas and subject to applicable lawsLaws relating to the exchange of information, it Feather River shall afford NBT Plumas and its designated authorized respective officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books properties, personnel and advisors of ▇▇▇▇▇▇▇▇▇’▇ board of directors Feather River and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury its Subsidiaries and to such other information relating to Salisbury Feather River and its Subsidiaries as NBT Plumas may reasonably request (subject to any reasonable restrictions imposed by Plumas or Feather River with respect to in-person access in light of COVID-19 concerns), and, during such period, it shall furnish to Plumas all information concerning the business, properties and personnel of Feather River and its Subsidiaries as Plumas may reasonably request. Upon reasonable notice from Feather River and subject to applicable Laws relating to the exchange of information, Plumas shall afford Feather River and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and advisors of Plumas and its Subsidiaries and to such other information relating to Plumas and its Subsidiaries as Feather River may reasonably request and, during such period, it shall furnish promptly to NBT Feather River all information concerning the business, properties and personnel of Salisbury Plumas and its Subsidiaries as NBT Feather River may reasonably request. NBT shall Plumas will use commercially its reasonable best efforts not to minimize any interference with ▇▇▇▇▇▇▇▇▇’▇ regular disrupt the normal business operations during of Feather River or any of its Subsidiaries. Neither Feather River nor any of its Subsidiaries shall be required to provide access or disclose information where such access or disclosure would jeopardize attorney-client privilege of the institution in possession or control of such information (after giving due consideration to Salisbury’s employeesthe existence of any common interest, propertyjoint defense or similar agreement between the parties) or contravene any Law, books and recordsOrder, judgement, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement provided that in any event, Feather River will work with Plumas in good faith to make appropriate substitute disclosure arrangements. (b) In furtherance Feather River shall cooperate, and use its reasonable best efforts to cause its independent auditor to cooperate, at Feather River’s expense, with Plumas and its independent auditor in order to enable Plumas and its Affiliates to prepare financial statements, including, without limitation, pro forma financial information, for Feather River and its Subsidiaries that may be required by Plumas in connection with the filing of regulatory applications with Governmental Authorities or otherwise required in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Salisbury shallFeather River agrees that it will execute and deliver, on a biweekly basisand cause its officers to execute and deliver (including former officers of Feather River after the Closing), provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan such “representation” letters as are customarily delivered in connection with audits and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT the independent auditors or Plumas may reasonably request regarding such loansunder the circumstances. Feather River shall also undertake all commercially reasonable efforts to complete the audit of its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) as of and for the year ended December 31, 2020 (ii) a list of all commercial real estate loans and commercial business loans approved during the period covered by the report“2020 Audited Financial Statements”), as well promptly as any additional information as NBT may reasonably request regarding such loanspracticable after completion of the audit scheduled for March 29, 2021, but in no event later than April 30, 2021. (c) Salisbury shall keep NBT reasonably apprised Feather River will furnish to Plumas a complete and accurate list as of the status end of any legal proceeding involving Salisbury each calendar month following the date of this Agreement, within fifteen (15) Business Days after the end of each such calendar month, of (a) all periodic internal credit quality reports of Feather River and its Subsidiaries prepared during such calendar month (which reports will be prepared in a manner consistent with past practices), (b) all loans of Feather River or its Subsidiaries classified as non-accrual, as restructured, as ninety (90) days past due, as still accruing and doubtful of collection or any comparable classification, (c) all OREO, including in-substance foreclosures and real estate in judgment, (d) all new loans; (e) any current repurchase obligations of Feather River or its Subsidiaries with respect to any loans, loan participations or state or municipal obligations or revenue bonds and (f) any standby letters of credit issued by Feather River or its Subsidiaries. With respect to any loans or agreements or commitments to extend credit to one borrower that aggregate, with other loans to the same borrower, more than $500,000, Feather River shall deliver to Plumas, or make accessible to Plumas through remote communication, on or before delivery of such monthly credit reports, or as soon as practicable thereafter, copies of the documentation, or a summary of the documentation, that served as the basis for the decision to make such loan or extension of credit. During the period from the date of this Agreement to the Effective Time, Feather River and its Subsidiaries shall, upon the request of Plumas, cause one or more of its Subsidiaries designated representatives to confer on a monthly or more frequent basis with representatives of Plumas regarding its consolidated financial condition, operations and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised business and matters relating to the completion of the status Merger, and will provide such access and support as is reasonably necessary for Plumas to perform audits of any material legal proceeding involving NBT or any the consolidated financial condition, operations and business of Feather River and its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such changeSubsidiaries. (d) Feather River shall furnish Plumas with its balance sheets as of the end of each calendar month following the date of this Agreement and the related statements of income, within fifteen (15) Business Days after the end of each such calendar month. Such financial statements shall be prepared on a basis consistent with its quarterly unaudited financial statements and on a consistent basis during the periods involved and shall fairly present the consolidated financial position of Feather River as of the dates thereof and the consolidated results of operations of Feather River for the periods then ended. Feather River shall also provide to Plumas, promptly and in any event within fifteen (15) Business Days of the end of each month after the date of this Agreement, a listing of any increases in compensation granted to employees generally and to any management employee specifically, and a list of any employment terminations or new hires. (e) From time to time prior to the Effective Time, Feather River will promptly supplement or amend the Disclosure Schedule delivered in connection herewith with respect to any material matter hereafter arising which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule or which is necessary to correct any information in such Disclosure Schedule which has been rendered inaccurate thereby. No supplement or amendment to such Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article VII; provided, however, that the contents of any supplement or amendment shall not otherwise be deemed a breach of a representation or warranty, including for purposes of Section 8.1(b)(ii), unless such supplement or amendment contains a fact, circumstance or event that individually, or taken together with all other facts, circumstances and events has resulted in or has had, or is reasonably expected to have or result in a Material Adverse Effect. From time to time prior to the Effective Time, Plumas will promptly supplement or amend the Disclosure Schedule delivered in connection herewith with respect to any material matter hereafter arising which, if existing, occurring or known on the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule or which is necessary to correct any information in such Disclosure Schedule which has been rendered inaccurate thereby. No supplement or amendment to such Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article VII; provided, however, that the contents of any supplement or amendment shall not otherwise be deemed a breach of a representation or warranty, including for purposes of Section 8.1(b)(i), unless such supplement or amendment contains a fact, circumstance or event that individually, or taken together with all other facts, circumstances and events has resulted in or has had, or is reasonably expected to have or result in a Material Adverse Effect. (f) All information furnished to NBT by Salisbury pursuant to this Section 5.10(a) 6.4 shall be subject to, and NBT shall hold all such information in confidence in accordance with, to the provisions of the letter confidentiality agreement, dated as of September 12July 27, 20222020, by between Plumas and between Salisbury and NBT Feather River (the “Confidentiality Agreement”). (eg) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall NBT have access to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ 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 Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT any of the business and affairs of Salisbury parties or their respective representatives shall affect the representations, warranties, covenants or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or agreements of the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreementother parties set forth herein.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ HEOP agrees that upon reasonable notice and subject to applicable lawslaws relating to the exchange of information, it shall afford NBT PPBI and its designated authorized PPBI’s officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books systems, properties, personnel and advisors of ▇▇▇▇▇▇▇▇▇’▇ board of directors HEOP and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury its Subsidiaries and to such other information relating to Salisbury HEOP and its Subsidiaries as NBT PPBI may reasonably request request, provided that PPBI shall coordinate any and all meetings with HEOP personnel with one or more designated representatives of HEOP, and, during such period, it HEOP shall furnish promptly to NBT PPBI (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of Salisbury HEOP and its Subsidiaries as NBT PPBI may reasonably request. NBT Notwithstanding the foregoing, HEOP shall use commercially reasonable efforts not be required to minimize provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of HEOP or any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any such access event, HEOP will work in good faith with PPBI to Salisbury’s employees, property, books and recordsmake appropriate substitute disclosure arrangements. (b) In furtherance During the period from the date of this Agreement to the Effective Time, HEOP shall, upon the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its consolidated financial condition, operations and business and matters relating to the completion of the foregoing, Salisbury shall, on a biweekly basis, provide Transaction. Subject to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performanceapplicable law, as well soon as any additional information as NBT may reasonably request regarding available, but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), HEOP will deliver to PPBI its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows, without related notes, for such loansquarter prepared in accordance with GAAP, and (ii) a list of all commercial real estate loans and commercial business loans approved during the period covered by the reportand, as well soon as any additional information as NBT may reasonably request regarding available, but in no event more than 30 days after the end of each fiscal year, HEOP will deliver to PPBI its consolidated balance sheet and consolidated statements of income, changes in stockholders’ equity and comprehensive income and cash flows for such loansyear prepared in accordance with GAAP. Subject to applicable law, within 15 days after the end of each month, HEOP will deliver to PPBI a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP. (c) Salisbury PPBI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall keep NBT reasonably apprised of afford HEOP and HEOP’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding period prior to the Effective Time to the books, records (including, without limitation, any filingsTax Returns and work papers of independent auditors), hearings or settlement negotiations) within two Business Days systems, properties, personnel and advisors of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of PPBI and its Subsidiaries and to such other information relating to PPBI and its Subsidiaries as HEOP may reasonably request, provided that HEOP shall notify Salisbury coordinate any and all meetings with PPBI personnel with one or more designated representatives of PPBI, and, during such period, PPBI shall furnish promptly to HEOP (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of PPBI and its Subsidiaries as HEOP may reasonably request. Notwithstanding the foregoing, PPBI shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of PPBI or any other Person in possession or control of such information (after giving due consideration to the existence of any change common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in status of any such legal proceeding (includingevent, without limitation, any hearings or settlement negotiations) within five Business Days of such changePPBI will work in good faith with HEOP to make appropriate substitute disclosure arrangements. (d) During the period from the date of this Agreement to the Effective Time, PPBI shall, upon the request of HEOP, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of HEOP regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), PPBI will deliver to HEOP its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, PPBI will deliver to HEOP its consolidated balance sheet and consolidated statements of income, changes in stockholders’ equity and comprehensive income and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within 15 days after the end of each month, PPBI will deliver to HEOP a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP. (e) All information furnished to NBT by Salisbury pursuant to this Section 5.10(a) 6.06 shall be subject to, and NBT shall hold all such information in confidence in accordance with, to the provisions of the letter agreementMutual Confidentiality and Non-Disclosure Agreement, dated as of September 12August 23, 2022, 2016 by and between Salisbury PPBI and NBT HEOP (the “Confidentiality Agreement”). (ef) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall NBT have access to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ 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 Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT any of the business and affairs of Salisbury parties or their respective representatives shall affect the representations, warranties, covenants or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or agreements of the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreementother parties set forth herein.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ NSD agrees that upon reasonable notice and subject to applicable lawslaws relating to the exchange of information, it shall afford NBT Parent and its designated authorized Parent's officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (records, including, without limitation, Tax Returns and work papers of independent auditors), minute books of ▇▇▇▇▇▇▇▇▇’▇ board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury NSD and to such other information relating to Salisbury NSD as NBT Parent may reasonably request and, during such period, it shall furnish promptly to NBT Parent all information concerning the business, properties and personnel of Salisbury NSD as NBT Parent may reasonably request. NBT shall use commercially reasonable efforts to minimize any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any such access to Salisbury’s employees, property, books and records. (b) In furtherance Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford NSD and NSD's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the foregoingperiod prior to the Effective Time to the books, Salisbury shall, on a biweekly basis, provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activityrecords, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of Parent and to such other information regarding loan applications, loan approvals and loan performance, relating to Parent as well as any additional information as NBT NSD may reasonably request regarding and, during such loansperiod, it shall furnish promptly to NSD all information concerning the business, properties and (ii) a list personnel of all commercial real estate loans Parent and commercial business loans approved during the period covered by the report, its Subsidiaries as well as any additional information as NBT NSD may reasonably request regarding such loansrequest. (c) Salisbury shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to NBT either party by Salisbury the other party pursuant to this Section 5.10(a) 6.06 shall be subject to, and NBT such receiving party shall hold all such information in confidence in accordance with, with the provisions of the letter agreementConfidentiality Agreements, dated as of August 18, 2004 and September 1223, 2022, by 2004 between Parent and between Salisbury and NBT NSD (the “"Confidentiality Agreement”Agreements"). (d) As soon as reasonably available but in no event more than five business days after filing, NSD will deliver to Parent each report, financial or otherwise, filed by it or NorthSide Bank with any Bank Regulatory Authority or the SEC. (e) Notwithstanding anything Within 20 calendar days after the end of each month, NSD will deliver to Parent the contrary contained unaudited consolidated balance sheet and unaudited consolidated statement of operations of NSD for the immediately preceding month prepared in this Section 5.10accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or as otherwise noted therein. (f) Within 20 calendar days after the end of each month, Parent will deliver to NSD the unaudited consolidated balance sheet and unaudited consolidated statement of operations of Parent for the immediately preceding month prepared in no event shall NBT have access accordance with GAAP except for the absence of footnotes and subject to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ counsel, would: (a) reasonably be expected to waive any material legal privilege; (b) result in the disclosure of any trade secrets of third parties; year end audit and adjustment or (c) violate any obligation of Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT of the business and affairs of Salisbury shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreementotherwise noted therein.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ Slippery Rock agrees that upon reasonable notice and subject to applicable lawslaws relating to the exchange of information, it shall afford NBT Parent and its designated authorized Parent's officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books of ▇▇▇▇▇▇▇▇▇’▇ board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury Slippery Rock and to such other information relating to Salisbury Slippery Rock as NBT Parent may reasonably request and, during such period, it shall furnish promptly to NBT Parent all information concerning the business, properties and personnel of Salisbury Slippery Rock as NBT Parent may reasonably request. NBT shall use commercially reasonable efforts to minimize any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any such access to Salisbury’s employees, property, books and records. (b) In furtherance Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Slippery Rock and Slippery Rock's officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the foregoingperiod prior to the Effective Time to the books, Salisbury shallrecords (including without limitation, on a biweekly basisTax Returns and work papers of independent auditors), provide properties and personnel of Parent and to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activity, including such other information regarding loan applications, loan approvals and loan performance, relating to Parent as well as any additional information as NBT Slippery Rock may reasonably request regarding and, during such loansperiod, it shall furnish promptly to Slippery Rock all information concerning the business, properties and (ii) a list personnel of all commercial real estate loans Parent and commercial business loans approved during the period covered by the report, its Subsidiaries as well as any additional information as NBT Slippery Rock may reasonably request regarding such loansrequest. (c) Salisbury shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to NBT either party by Salisbury the other party pursuant to this Section 5.10(a) 6.06 shall be subject to, and NBT such receiving party shall hold all such information in confidence in accordance with, with the provisions of the letter agreementrespective Confidentiality Agreement, dated as of September 12March 19, 20222004 between Parent and Slippery Rock (each, by and between Salisbury and NBT (the “a "Confidentiality Agreement”"). (d) As soon as reasonably available but in no event more than five business days after filing, Slippery Rock will deliver to Parent each report, financial or otherwise, filed by it or Slippery Rock Bank with any Bank Regulatory Authority or the SEC. (e) Notwithstanding anything Within 15 days after the end of each month, Slippery Rock will deliver to Parent the contrary contained unaudited consolidated balance sheet and unaudited consolidated statement of operations of Slippery Rock for the immediately preceding month prepared in this Section 5.10, in no event shall NBT have access to any information that, based on advice accordance with GAAP except for the absence of ▇▇▇▇▇▇▇▇▇’▇ 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 Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT of the business and affairs of Salisbury shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreementfootnotes.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ AHB agrees that upon reasonable notice and subject to applicable lawslaws relating to the exchange of information, it shall afford NBT Parent and its designated authorized Parent’s officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the booksAHB’s books and records, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books of ▇▇▇▇▇▇▇▇▇’▇ board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury AHB and its Affiliates and to such other information relating to Salisbury the AHB Group as NBT Parent may reasonably request and, during such period, it shall furnish promptly to NBT Parent all information concerning the business, properties and personnel of Salisbury the AHB Group as NBT Parent may reasonably request. NBT shall use commercially reasonable efforts to minimize any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any such access to Salisbury’s employees, property, books and records. (b) In furtherance Parent agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford AHB and AHB’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the foregoing, Salisbury shall, on a biweekly basis, provide period prior to NBT a report setting forth (i) Salisbury Bankthe Effective Time to Parent’s commercial construction loan books and residential construction loan activityrecords, including without limitation, Tax Returns and work papers of independent auditors, properties and personnel of Parent and to such other information regarding loan applications, loan approvals and loan performance, relating to Parent as well as any additional information as NBT AHB may reasonably request regarding and, during such loansperiod, it shall furnish promptly to AHB all information concerning the business, properties and (ii) a list personnel of all commercial real estate loans Parent and commercial business loans approved during the period covered by the report, its Subsidiaries as well as any additional information as NBT AHB may reasonably request regarding such loansrequest. (c) Salisbury shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to NBT either party by Salisbury the other party pursuant to this Section 5.10(a) 6.6 shall be subject to, and NBT such receiving party shall hold all such information in confidence in accordance with, with the provisions of the letter agreementMutual Non-Disclosure Agreement, dated as of September 12February 19, 2022, by 2008 between Parent and between Salisbury and NBT AHB (the “Confidentiality Agreement”). (ed) Notwithstanding anything to the contrary contained in this Section 5.10, As soon as reasonably available but in no event shall NBT have access more than five (5) business days after filing, (i) AHB will deliver to Parent each report, financial or otherwise, filed by it with any information thatAHB Regulatory Authority and (ii) Parent will deliver to AHB each report, based on advice financial or otherwise, filed by it with any Parent Regulatory Authority. (e) Within 20 calendar days after the end of ▇▇▇▇▇▇▇▇▇’▇ counseleach month, would: AHB will deliver to Parent the unaudited consolidated balance sheet and unaudited consolidated statement of operations of AHB for the immediately preceding month prepared in accordance with GAAP, consistently applied, except for the absence of footnotes and subject to year end audit adjustments or as otherwise noted therein. (af) reasonably be expected Within 20 calendar days after the end of each month, Parent will deliver to waive any material legal privilege; (b) result AHB the unaudited consolidated balance sheet and unaudited consolidated statement of operations of Parent for the immediately preceding month prepared in accordance with GAAP, consistently applied, except for the disclosure absence of any trade secrets of third parties; footnotes and subject to year end audit adjustments or (c) violate any obligation of Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT of the business and affairs of Salisbury shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreementotherwise noted therein.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ Plaza agrees that upon reasonable notice and subject to applicable lawslaws relating to the exchange of information, it shall afford NBT PPBI and its designated authorized PPBI’s officers, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), minute books systems, properties, personnel and advisors of ▇▇▇▇▇▇▇▇▇’▇ board of directors Plaza and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of Salisbury its Subsidiaries and to such other information relating to Salisbury Plaza and its Subsidiaries as NBT PPBI may reasonably request request, provided that PPBI shall coordinate any and all meetings with Plaza personnel with one or more designated representatives of Plaza, and, during such period, it Plaza shall furnish promptly to NBT PPBI (i) a copy of each report, schedule, registration (b) During the period from the date of this Agreement to the Effective Time, Plaza shall, upon the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), Plaza will deliver to PPBI its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, Plaza will deliver to PPBI its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within 15 days after the end of each month, Plaza will deliver to PPBI a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP. (c) PPBI agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Plaza and Plaza’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of PPBI and its Subsidiaries and to such other information relating to PPBI and its Subsidiaries as Plaza may reasonably request, provided that Plaza shall coordinate any and all meetings with PPBI personnel with one or more designated representatives of PPBI, and, during such period, PPBI shall furnish promptly to Plaza (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of Salisbury PPBI and its Subsidiaries as NBT Plaza may reasonably request. NBT Notwithstanding the foregoing, PPBI shall use commercially reasonable efforts not be required to minimize provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of PPBI or any interference other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement, provided that in any (d) During the period from the date of this Agreement to the Effective Time, PPBI shall, upon the request of Plaza, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Plaza regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), PPBI will deliver to Plaza its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, PPBI will deliver to Plaza its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within 15 days after the end of each month, PPBI will deliver to Plaza a consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP. (e) All information furnished pursuant to this Section 6.06 shall be subject to the provisions of the Mutual Confidentiality and Non-Disclosure Agreement, dated as of June 27, 2017, by and between PPBI, Plaza and ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any such access to Salisbury’s employees, property, books and records. (b) In furtherance of the foregoing, Salisbury shall, on a biweekly basis, provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT may reasonably request regarding such loans, and (ii) a list of all commercial real estate loans and commercial business loans approved during the period covered by the report, as well as any additional information as NBT may reasonably request regarding such loans. (c) Salisbury shall keep NBT reasonably apprised of the status of any legal proceeding involving Salisbury or any of its Subsidiaries and shall notify NBT of any change in status of such legal proceeding (including, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to NBT by Salisbury pursuant to Section 5.10(a) shall be subject to, and NBT shall hold all such information in confidence in accordance with, the provisions of the letter agreement, dated as of September 12, 2022, by and between Salisbury and NBT (the “Confidentiality Agreement”). (ef) Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall NBT have access to any information that, based on advice of ▇▇▇▇▇▇▇▇▇’▇ 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 Salisbury with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT any of the business and affairs of Salisbury parties or their respective representatives shall affect the representations, warranties, covenants or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or agreements of the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreementother parties set forth herein.

Access; Information. (a) ▇▇▇▇▇▇▇▇▇ Each Party agrees that upon reasonable notice and subject to applicable lawslaws relating to the exchange of information, it shall afford NBT the other Party and its designated authorized officersRepresentatives, employees, counsel, accountants and other authorized representatives such reasonable access during normal business hours throughout the period prior to the Effective Time to the its and its Subsidiaries’ books, records (including, without limitation, including Tax Returns and work papers of independent auditors), minute books of ▇▇▇▇▇▇▇▇▇’▇ board of directors and any committees thereof (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information)properties, properties and personnel of Salisbury and to such other information relating to Salisbury as NBT may be reasonably request requested and, during such period, it shall furnish as promptly as reasonable to NBT the other Party or its Representatives (i) a copy of each material report, schedule and other document filed by it or any of its Subsidiaries pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of Salisbury it and its Subsidiaries as NBT the other Party or its Representatives may reasonably request. NBT MFB shall use commercially reasonable efforts to minimize any interference with ▇▇▇▇▇▇▇▇▇’▇ regular business operations during any such access to Salisbury’s employeesalso permit an independent expert environmental consulting firm, property, books and records. (b) In furtherance of the foregoing, Salisbury shall, on a biweekly basis, provide to NBT a report setting forth (i) Salisbury Bank’s commercial construction loan and residential construction loan activity, including information regarding loan applications, loan approvals and loan performance, as well as any additional information as NBT may reasonably request regarding such loans, and (ii) a list of all commercial real estate loans and commercial business loans approved during the period covered mutually selected by the reportParties within twenty (20) days from the date hereof (the “Independent Expert”), as well as any additional information as NBT may reasonably request regarding at the sole expense of MutualFirst, to conduct such loans. phase I and/or phase II environmental audits, studies and tests (cthe “Environmental Studies”) Salisbury shall keep NBT reasonably apprised of on the status of any legal proceeding involving Salisbury real properties owned by MFB or any of its Subsidiaries and shall notify NBT of any change in status of as necessary for such legal proceeding (includingIndependent Expert to provide its opinion as to the Required Environmental Expenditures, without limitation, any filings, hearings or settlement negotiations) within two Business Days of such change. NBT shall keep Salisbury reasonably apprised of the status of any material legal proceeding involving NBT or any of its Subsidiaries and shall notify Salisbury of any change in status of such legal proceeding (including, without limitation, any hearings or settlement negotiations) within five Business Days of such change. (d) All information furnished to NBT by Salisbury pursuant to Section 5.10(a) shall be subject to, and NBT shall hold all such information in confidence in accordance with, the provisions of the letter agreement, dated as of September 12, 2022, by and between Salisbury and NBT defined below (the “Confidentiality AgreementExpert’s Opinion”). (e) Notwithstanding anything . The Independent Expert shall deliver to the contrary Parties the Expert’s Opinion in writing no later than ninety (90) days from the date hereof. MFB shall have fifteen (15) business days from the date of receipt of any Expert’s Opinion to review such opinion and deliver notice to the Independent Expert and MutualFirst of any dissatisfaction with the contents of the opinion (each such notice, an “MFB Objection Notice”). Within fifteen (15) business days thereafter, MFB and MutualFirst shall use their reasonable best efforts to resolve all objections contained in this Section 5.10, in no event shall NBT have access an MFB Objection Notice (such fifteen-day period referred to any information thatherein as the “Resolution Period”). The term “Required Environmental Expenditures” means the Independent Expert’s good faith estimate, based on advice upon the results of ▇▇▇▇▇▇▇▇▇’▇ counselthe Environmental Studies, would: (a) reasonably of the dollar amount, if any, that MFB and its Subsidiaries would be expected required to waive any material legal privilege; (b) result in the disclosure expend for clean up, remediation and penalties relating to Materials of any trade secrets of third parties; or (c) violate any obligation of Salisbury Environmental Concern with respect to confidentiality so long astheir own real properties or any adjoining properties. In the event any subsurface or phase II site assessments are conducted (which assessments shall be at MutualFirst’s sole expense), MutualFirst shall indemnify MFB and its Subsidiaries for all costs and expenses associated with respect returning the property to confidentiality, its previous condition. Time is of the essence relating to the extent specifically requested by NBT, ▇▇▇▇▇▇▇▇▇ 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. All requests made pursuant to this Section 5.10 will be directed to an executive officer of Salisbury or such Person or Persons as may be designated by ▇▇▇▇▇▇▇▇▇. No investigation by NBT of the business and affairs of Salisbury shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the obligations of NBT to consummate the transactions contemplated by this Agreementforegoing environmental matters.