Common use of Access to Properties and Records Clause in Contracts

Access to Properties and Records. Subject to Section 12.1, Legacy shall permit BHLB access upon reasonable notice and at reasonable times to its properties and those of the Legacy Subsidiaries, and shall disclose and make available to BHLB during normal business hours all of its books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB may have a reasonable interest; provided, however, that Legacy shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy shall provide and shall request its auditors to provide BHLB with such historical financial information regarding it (and related audit reports and consents) as BHLB may reasonably request for Securities Law disclosure purposes. BHLB shall use commercially reasonable efforts to minimize any interference with Legacy’s regular business operations during any such access to Legacy’s property, books and records. Legacy and each Legacy Subsidiary shall permit BHLB, at BHLB’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by Legacy or any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy Subsidiary.

Access to Properties and Records. Subject to Section 12.112.1 hereof, Legacy GLB shall permit BHLB FNFG reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy GLB Subsidiaries, and shall disclose and make available to BHLB FNFG during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy GLB reasonably determines should be kept treated as confidential)) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB FNFG may have a reasonable interest; provided, however, that Legacy GLB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy GLB shall provide and shall request its auditors to provide BHLB FNFG with such historical financial information regarding it (and related audit reports and consents) as BHLB FNFG may reasonably request for Securities Law securities disclosure purposes. BHLB FNFG shall use commercially reasonable efforts to minimize any interference with LegacyGLB’s regular business operations during any such access to LegacyGLB’s property, books and records. Legacy GLB and each Legacy GLB Subsidiary shall permit BHLBFNFG, at BHLB’s its expense, to (i) cause a Phase “phase I environmental assessment audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Legacy GLB or any Legacy Subsidiary GLB Subsidiary. In the event any subsurface or phase II site assessments are conducted, FNFG shall indemnify GLB and (ii) cause an appraisal its Subsidiaries for all costs and expenses associated with returning the property to be performed in respect of any real property owned by Legacy or any Legacy Subsidiaryits previous condition.

Access to Properties and Records. Subject to Section 12.1, Legacy BSFI shall permit BHLB AFC access upon reasonable notice and at reasonable times to its properties and those of the Legacy BSFI Subsidiaries, and shall disclose and make available to BHLB AFC during normal business hours all of its books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholdersstockholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy BSFI reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB AFC may have a reasonable interest; provided, however, that Legacy BSFI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LegacyBSFI’s reasonable judgment, would interfere with the normal conduct of LegacyBSFI’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy BSFI shall provide and shall request its auditors to provide BHLB AFC with such historical financial information regarding it (and related audit reports and consents) as BHLB AFC may reasonably request for Securities Law disclosure purposes. BHLB AFC shall use commercially reasonable efforts to minimize any interference with LegacyBSFI’s regular business operations during any such access to LegacyBSFI’s property, books and records. Legacy BSFI and each Legacy BSFI Subsidiary shall permit BHLBAFC, at BHLB’s its expense, to (i) cause a “Phase I environmental assessment assessment” and a “Phase II environmental assessment” to be performed at any physical location owned or occupied by Legacy BSFI or any Legacy BSFI Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy BSFI or any Legacy BSFI Subsidiary.

Access to Properties and Records. 6.3.1. Subject to Section 12.112.1 hereof, Legacy and except to the extent prohibited by a Bank Regulator pursuant to regulatory policy, VSB Bancorp shall permit BHLB access Northfield Bancorp reasonable access, upon reasonable notice and at reasonable times notice, to its properties and those of the Legacy VSB Bancorp Subsidiaries, and shall disclose and make available to BHLB Northfield Bancorp during normal business hours all of its books personnel, books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy VSB Bancorp reasonably determines should be kept treated as confidential)) and stockholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Northfield Bancorp or its Subsidiaries may have a reasonable interest; provided, however, that Legacy VSB Bancorp shall not be required to take any 52 action that would provide access to or to disclose information where such access or disclosure, in LegacyVSB Bancorp’s reasonable judgment, would would: (i) interfere with the normal conduct of LegacyVSB Bancorp’s business or business; (ii) would violate or prejudice the rights or business interests or confidences of any customer customer; or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or (iii) contravene any applicable law, rule, regulation, order, judgment or decree. Legacy VSB Bancorp shall provide and shall request its auditors to provide BHLB Northfield Bancorp with such historical financial information regarding it (and related audit reports and consents) as BHLB Northfield Bancorp may reasonably request for Securities Law Laws disclosure purposes. BHLB Northfield Bancorp shall use commercially reasonable efforts to minimize any interference with LegacyVSB Bancorp’s regular business operations during any such access to LegacyVSB Bancorp’s property, books and records. 6.3.2. Legacy and each Legacy Subsidiary VSB Bancorp shall permit BHLBNorthfield Bancorp, at BHLBNorthfield Bancorp’s own expense, to (i) cause a “Phase I environmental assessment Environmental Site Assessment” (the “Phase I”) (in conformance with American Society for Testing Materials (“ASTM”) Standard 1527-13, as amended) to be performed at each branch office and other property owned by VSB Bancorp, and, to the extent permitted by any physical location owned or occupied lease governing VSB Bancorp’s lease of any branch, at each branch leased by Legacy or VSB Bancorp, at any Legacy Subsidiary time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (iithe “Phase II”) cause an appraisal prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by the ASTM) that was discovered in the Phase I, and provided that as to any Phase II performed at a branch that VSB Bancorp leases, the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. VSB Bancorp will use its commercially reasonable efforts (at no cost to VSB Bancorp) to obtain such landlord consent. Prior to performing any Phase II, Northfield Bancorp will provide VSB Bancorp with a copy of its proposed work plan and Northfield Bancorp will cooperate in good faith with VSB Bancorp to address any comments or suggestions made by VSB Bancorp regarding the work plan. Northfield Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times to eliminate or minimize to the greatest extent possible interference with the operation of VSB Bancorp’s business, and Northfield Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. Northfield Bancorp shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by Northfield Bancorp. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall Northfield Bancorp have access to any information that, based on advice of VSB Bancorp’s counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any real property owned trade secrets of third parties or (c) violate any obligation of VSB Bancorp with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Legacy Northfield Bancorp, VSB Bancorp has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. Further, Northfield Bancorp shall not have access to information that relates to the Merger or any Legacy Subsidiaryan Acquisition Proposal. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of VSB Bancorp or such Person or Persons as may be designated by VSB Bancorp. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1 Subject to Section 12.113.1 hereof, Legacy FENB shall permit BHLB CUNB and CUB reasonable access upon reasonable notice and at reasonable times during normal business hours to its properties and those of the Legacy SubsidiariesFENB, and shall disclose and make available to BHLB CUNB and CUB during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax Tax records, minute books of directors’ and shareholdersBoard of Directors’ meetings reasonably requested by CUNB or CUB (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy FENB reasonably determines should be kept treated as confidential)) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB CUNB or CUB may have a reasonable interest; provided, however, that Legacy FENB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy FENB shall provide and shall request its auditors to provide BHLB CUNB with such historical financial information regarding it (and related audit reports and consents) as BHLB CUNB may reasonably request for Securities Law disclosure purposesrequest. BHLB CUNB and CUB shall use commercially reasonable efforts to minimize any interference with LegacyFENB’s regular business operations during any such access to LegacyFENB’s property, books and records. Legacy CUNB’s and each Legacy Subsidiary CUB’s examination of the records of FENB pursuant hereto, shall permit BHLBnot constitute a waiver or relinquishment on the part of CUNB or CUB to rely upon the representations and warranties made by FENB herein or pursuant hereto; provided, at BHLB’s expense, to (i) cause a Phase I environmental assessment to be performed at that CUNB and CUB shall disclose any physical location owned fact or occupied circumstance it may discover which it believes renders any representation or warranty made by Legacy or FENB hereunder incorrect in any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy Subsidiaryrespect.

Access to Properties and Records. 7.3.1 Subject to Section 12.113.1 hereof, Legacy CUB shall permit BHLB PC Bancorp and PCB reasonable access upon reasonable notice and at reasonable times during normal business hours to its properties and those of the Legacy Subsidiariesproperties, and shall disclose and make available to BHLB PC Bancorp and PCB during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax Tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy CUB reasonably determines should be kept treated as confidential)) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB PC Bancorp and PCB may have a reasonable interest; provided, however, that Legacy CUB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy CUB shall provide and shall request its auditors to provide BHLB PC Bancorp and PCB with such historical financial information regarding it (and related audit reports and consents) as BHLB PC Bancorp and PCB may reasonably request for Securities Law disclosure purposesrequest. BHLB PC Bancorp and PCB shall use commercially reasonable efforts to minimize any interference with LegacyCUB’s regular business operations during any such access to LegacyCUB’s property, books and records. Legacy PC Bancorp’s and each Legacy Subsidiary PCB’s examination of the records of CUB pursuant hereto, shall permit BHLBnot constitute a waiver or relinquishment on the part of PC Bancorp and PCB to rely upon the representations and warranties made by CU Bancorp and CUB herein or pursuant hereto; provided, at BHLB’s expense, to (i) cause a Phase I environmental assessment to be performed at that PC Bancorp and PCB shall disclose any physical location owned fact or occupied circumstance it may discover which it believes renders any representation or warranty made by Legacy or CU Bancorp and CUB hereunder incorrect in any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy Subsidiaryrespect.

Access to Properties and Records. 6.3.1. Subject to Section 12.112.1 hereof, Legacy LNB Bancorp shall permit BHLB Northwest Bancshares and Northwest Bank reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy LNB Bancorp Subsidiaries, and shall disclose and make available to BHLB Northwest Bancshares and Northwest Bank during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy LNB Bancorp reasonably determines should be kept treated as confidential)) and stockholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Northwest Bancshares or Northwest Bank may have a reasonable interest; provided, however, that Legacy LNB Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LegacyLNB Bancorp’s reasonable judgment, would interfere with the normal conduct of LegacyLNB Bancorp’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawwith regard to which disclosure to Northwest Bancshares is prohibited by law or regulation. Legacy LNB Bancorp shall provide and shall request its auditors to provide BHLB Northwest Bancshares with such historical financial information regarding it (and related audit reports and consents) as BHLB Northwest Bancshares may reasonably request for Securities Law disclosure purposes. BHLB Northwest Bancshares and Northwest Bank shall use commercially reasonable efforts to minimize any interference with LegacyLNB Bancorp’s regular business operations during any such access to LegacyLNB Bancorp’s property, books and records. 6.3.2. Legacy and each Legacy Subsidiary LNB Bancorp shall permit BHLBNorthwest Bancshares, at BHLB’s Northwest Bancshares’ expense, to (i) cause a “Phase I environmental assessment Environmental Site Assessment” (the “Phase I”) (in conformance with American Society for Testing Materials (“ASTM”) Standard 1527-13, as amended) to be performed at each branch office and other properties owned by LNB Bancorp, and, to the extent permitted by any physical location owned or occupied lease governing LNB Bancorp’s lease of any branch, at each branch leased by Legacy or LNB Bancorp, at any Legacy Subsidiary time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (iithe “Phase II”) cause an appraisal prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which LNB Bancorp leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. LNB Bancorp will use its commercially reasonable efforts (at no cost to LNB Bancorp) to obtain such landlord consent. Prior to performing any Phase II, Northwest Bancshares will provide LNB Bancorp with a copy of its proposed work plan and Northwest Bancshares will cooperate in good faith with LNB Bancorp to address any comments or suggestions made by LNB Bancorp regarding the work plan. Northwest Bancshares and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with LNB Bancorp’s operation of its business, and Northwest Bancshares shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. Northwest Bancshares shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by Northwest Bancshares. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall Northwest Bancshares have access to any information that, based on advice of LNB Bancorp’s counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any real property owned trade secrets of third parties or (c) violate any obligation of LNB Bancorp with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Legacy Northwest Bancshares, LNB Bancorp has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Northwest Bancshares shall not conduct any environmental sampling without the prior written consent of LNB Bancorp, which consent may not be unreasonably withheld or any Legacy Subsidiarydelayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of LNB Bancorp or such Person or Persons as may be designated by LNB Bancorp. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1. Subject to Section 12.112.1 hereof, Legacy Colonial Financial shall permit BHLB Cape Bancorp and Cape Bank reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy Colonial Financial Subsidiaries, and shall disclose and make available to BHLB Cape Bancorp and Cape Bank during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy Colonial Financial reasonably determines should be kept treated as confidential)) and stockholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Cape Bancorp or Cape Bank may have a reasonable interest; provided, however, that Legacy Colonial Financial shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LegacyColonial Financial’s reasonable judgment, would interfere with the normal conduct of LegacyColonial Financial’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawwith regard to which disclosure to Cape Bancorp is prohibited by law or regulation. Legacy Colonial Financial shall provide and shall request its auditors to provide BHLB Cape Bancorp with such historical financial information regarding it (and related audit reports and consents) as BHLB Cape Bancorp may reasonably request for Securities Law securities disclosure purposes. BHLB Cape Bancorp and Cape Bank shall use commercially reasonable efforts to minimize any interference with LegacyColonial Financial’s regular business operations during any such access to LegacyColonial Financial’s property, books and records. 6.3.2. Legacy and each Legacy Subsidiary Colonial Financial shall permit BHLBCape Bancorp, at BHLB’s its expense, to (i) cause a “Phase I environmental assessment Environmental Site Assessment” (the “Phase I”) (in conformance with American Society for Testing Materials (“ATSM”) Standard 1527-05, as amended) to be performed at each branch office owned by Colonial Financial, and, to the extent permitted by any physical location owned or occupied lease governing Colonial Financial’s lease of any branch, at each branch leased by Legacy or Colonial Financial, at any Legacy Subsidiary time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (iithe “Phase II”) cause an appraisal prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Colonial Financial leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Colonial Financial will use its commercially reasonable efforts (at no cost to Colonial Financial) to obtain such landlord consent. Prior to performing any Phase II, Cape Bancorp will provide Colonial Financial with a copy of its proposed work plan and Cape Bancorp will cooperate in good faith with Colonial Financial to address any comments or suggestions made by Colonial Financial regarding the work plan. Cape Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Colonial Financial’s operation of its business, and Cape Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. Cape Bancorp shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by Cape Bancorp. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall Cape Bancorp have access to any information that, based on advice of Colonial Financial’s counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any real property owned trade secrets of third parties or (c) violate any obligation of Colonial Financial with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Legacy Cape Bancorp, Colonial Financial has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Cape Bancorp shall not conduct any environmental sampling without the prior written consent of Colonial Financial, which consent may not be unreasonably withheld or any Legacy Subsidiarydelayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Colonial Financial or such Person or Persons as may be designated by Colonial Financial. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. Subject to Section 12.112.1 hereof, Legacy ABNJ shall permit BHLB Investors reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy ABNJ Subsidiaries, and shall disclose and make available to BHLB Investors during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy ABNJ reasonably determines should be kept treated as confidential)) and A-36 shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Investors may have a reasonable interest; provided, however, that Legacy ABNJ shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy ABNJ shall provide and shall request its auditors to provide BHLB Investors with such historical financial information regarding it (and related audit reports and consents) as BHLB Investors may reasonably request for Securities Law securities disclosure purposes. BHLB Investors shall use commercially reasonable efforts to minimize any interference with LegacyABNJ’s regular business operations during any such access to LegacyABNJ’s property, books and records. Legacy ABNJ and each Legacy ABNJ Subsidiary shall permit BHLBInvestors, at BHLB’s its expense, to (i) cause a Phase “phase I environmental assessment audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Legacy ABNJ or any Legacy Subsidiary ABNJ Subsidiary. In the event any subsurface or phase II site assessments are conducted, Investors shall indemnify ABNJ and (ii) cause an appraisal its Subsidiaries for all costs and expenses associated with returning the property to be performed in respect of any real property owned by Legacy or any Legacy Subsidiaryits previous condition.

Access to Properties and Records. 6.3.1. Subject to Section 12.112.1 hereof, Legacy and except to the extent prohibited by a Bank Regulator pursuant to regulatory policy, Hopewell Valley shall permit BHLB Northfield reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy Hopewell Valley Subsidiaries, and shall disclose and make available to BHLB Northfield during normal business hours all of its books personnel, books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy Hopewell Valley reasonably determines should be kept treated as confidential)) and stockholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Northfield may have a reasonable interest; provided, however, that Legacy Hopewell Valley shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LegacyHopewell Valley’s reasonable judgment, would interfere with the normal conduct of LegacyHopewell Valley’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcustomer. Legacy Hopewell Valley shall provide and shall request its auditors to provide BHLB Northfield Bancorp with such historical financial information regarding it (and related audit reports and consents) as BHLB Northfield Bancorp may reasonably request for Securities Law Laws disclosure purposes. BHLB Northfield shall use commercially reasonable efforts to minimize any interference with LegacyHopewell Valley’s regular business operations during any such access to LegacyHopewell Valley’s property, books and records. 6.3.2. Legacy and each Legacy Subsidiary Hopewell Valley shall permit BHLBNorthfield Bancorp, at BHLB’s its own expense, to (i) cause a “Phase I environmental assessment Environmental Site Assessment” (the “Phase I”) (in conformance with American Society for Testing Materials (“ASTM”) Standard 1527-13, as amended) to be performed at each branch office and other property owned by Hopewell Valley, and, to the extent permitted by any physical location owned or occupied lease governing Hopewell Valley’s lease of any branch, at each branch leased by Legacy or Hopewell Valley, at any Legacy Subsidiary time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (iithe “Phase II”) cause an appraisal prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a branch which Hopewell Valley leases, the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Hopewell Valley will use its commercially reasonable efforts (at no cost to Hopewell Valley) to obtain such landlord consent. Prior to performing any Phase II, Northfield Bancorp will provide Hopewell Valley with a copy of its proposed work plan and Northfield Bancorp will cooperate in good faith with Hopewell Valley to address any comments or suggestions made by Hopewell Valley regarding the work plan. Northfield Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Hopewell Valley’s operation of its business, and Northfield Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. Northfield Bancorp shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by Northfield Bancorp. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall Northfield Bancorp have access to any information that, based on advice of Hopewell Valley’s counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any real property owned trade secrets of third parties or (c) violate any obligation of Hopewell Valley with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Legacy Northfield Bancorp, Hopewell Valley has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. Further, Northfield Bancorp shall not have access to information that relates to the Merger or any Legacy Subsidiaryan Acquisition Proposal. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Hopewell Valley or such Person or Persons as may be designated by Hopewell Valley. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. 6.3.1 Subject to Section 12.113.1 hereof, Legacy PC Bancorp shall permit BHLB CUB reasonable access upon reasonable notice and at reasonable times during normal business hours to its properties and those of the Legacy SubsidiariesPCB, and shall disclose and make available to BHLB CUB during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax Tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy PC Bancorp reasonably determines should be kept treated as confidential)) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB CUB may have a reasonable interest; provided, however, that Legacy PC Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy PC Bancorp shall provide and shall request its auditors to provide BHLB CUB with such historical financial information regarding it (and related audit reports and consents) as BHLB CUB may reasonably request for Securities Law disclosure purposesrequest. BHLB CUB shall use commercially reasonable efforts to minimize any interference with LegacyPC Bancorp’s and PCB’s regular business operations during any such access to LegacyPC Bancorp’s or PCB’s property, books and records. Legacy CUB’s examination of the records of PC Bancorp and each Legacy Subsidiary PCB pursuant hereto, shall permit BHLBnot constitute a waiver or relinquishment on the part of CUB to rely upon the representations and warranties made by PC Bancorp and PCB herein or pursuant hereto; provided, at BHLB’s expense, to (i) cause a Phase I environmental assessment to be performed at that CUB shall disclose any physical location owned fact or occupied circumstance it may discover which it believes renders any representation or warranty made by Legacy or PC Bancorp and PCB hereunder incorrect in any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy Subsidiaryrespect.

Access to Properties and Records. 6.3.1. Subject to Section 12.112.1 hereof, Legacy Premier shall permit BHLB First Guaranty and First Guaranty Bank reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy Premier Subsidiaries, and shall disclose and make available to BHLB First Guaranty and First Guaranty Bank during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy reasonably determines should be kept confidential)Agreement) and stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB First Guaranty or First Guaranty Bank may have a reasonable interest; provided, however, that Legacy Premier shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s Premier's reasonable judgment, would interfere with the normal conduct of Legacy’s Premier's business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawwith regard to which disclosure to First Guaranty is prohibited by law or regulation. Legacy Premier shall provide and shall request its auditors to provide BHLB First Guaranty with such historical financial information regarding it (and related audit reports and consents) as BHLB First Guaranty may reasonably request for Securities Law disclosure purposes. BHLB First Guaranty and First Guaranty Bank shall use commercially reasonable efforts to minimize any interference with Legacy’s Premier's regular business operations during any such access to Legacy’s Premier's property, books and records. 6.3.2. Legacy and each Legacy Subsidiary Premier shall permit BHLBFirst Guaranty, at BHLB’s First Guaranty' expense, to (i) cause a "Phase I environmental assessment Environmental Site Assessment" (the "Phase I") (in conformance with American Society for Testing Materials ("ASTM") Standard 1527-13, as amended) to be performed at each branch office and other properties owned by Premier, and, to the extent permitted by any physical location owned or occupied lease governing Premier's lease of any branch, at each branch leased by Legacy or Premier, at any Legacy Subsidiary time prior to the Closing Date, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (iithe "Phase II") cause an appraisal prior to the Closing Date only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a "Recognized Environmental Condition" (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which Premier leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. Premier will use its commercially reasonable efforts (at no cost to Premier) to obtain such landlord consent. Prior to performing any Phase II, First Guaranty will provide Premier with a copy of its proposed work plan and First Guaranty will cooperate in good faith with Premier to address any comments or suggestions made by Premier regarding the work plan. First Guaranty and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Premier's operation of its business, and First Guaranty shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. First Guaranty shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by First Guaranty. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event shall First Guaranty have access to any information that, based on advice of Premier's counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any real property owned trade secrets of third parties or (c) violate any obligation of Premier with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Legacy First Guaranty, Premier has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that First Guaranty shall not conduct any environmental sampling without the prior written consent of Premier, which consent may not be unreasonably withheld or any Legacy Subsidiarydelayed. All requests made pursuant to this Section 6.3 shall be directed to an executive officer of Premier or such Person or Persons as may be designated by Premier. All information received pursuant to this Section 6.3 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. Subject to Section 12.1, Legacy BHLB shall permit BHLB Legacy access upon reasonable notice and at reasonable times to its properties and those of the Legacy BHLB Subsidiaries, and shall disclose and make available to BHLB Legacy during normal business hours all of its books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy BHLB reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Legacy may have a reasonable interest; provided, however, that Legacy BHLB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LegacyBHLB’s reasonable judgment, would interfere with the normal conduct of LegacyBHLB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy BHLB shall provide and shall request its auditors to provide BHLB Legacy with such historical financial information regarding it (and related audit reports and consents) as BHLB Legacy may reasonably request for Securities Law disclosure purposes. BHLB Legacy shall use commercially reasonable efforts to minimize any interference with LegacyBHLB’s regular business operations during any such access to LegacyBHLB’s property, books and records. Legacy BHLB and each Legacy BHLB Subsidiary shall permit BHLBLegacy, at BHLBLegacy’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by Legacy BHLB or any Legacy BHLB Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy BHLB or any Legacy BHLB Subsidiary.

Access to Properties and Records. Subject to Section 12.113.1 hereof, Legacy and applicable Laws relating to the exchange of information, CUNB and CUB shall permit BHLB FENB reasonable access upon reasonable notice and at reasonable times during normal business hours to its properties and those of the Legacy Subsidiariesproperties, and shall disclose and make available to BHLB FENB during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax Tax records, minute books of directors’ and shareholdersBoard of Directors’ meetings reasonably requested by FENB (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy CUNB or CUB reasonably determines should be kept treated as confidential)) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB FENB may have a reasonable interest; provided, however, that Legacy CUNB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy shall provide and shall request its auditors to provide BHLB with such historical financial information regarding it (and related audit reports and consents) as BHLB may reasonably request for Securities Law disclosure purposes. BHLB FENB shall use commercially reasonable efforts to minimize any interference with LegacyCUNB or CUB’s regular business operations during any such access to LegacyCUNB or CUB’s property, books and records. Legacy FENB’s examination of the records of CUNB or CUB pursuant hereto, shall not constitute a waiver or relinquishment on the part of FENB to rely upon the representations and each Legacy Subsidiary warranties made by CUNB and CUB herein or pursuant hereto; provided, that FENB shall permit BHLB, at BHLB’s expense, to (i) cause a Phase I environmental assessment to be performed at disclose any physical location owned fact or occupied circumstance it may discover which it believes renders any representation or warranty made by Legacy or CUNB and CUB hereunder incorrect in any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy Subsidiaryrespect.

Access to Properties and Records. Subject In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject to Section 12.112.1 hereof, Legacy Synergy shall permit BHLB access NYB and its officers, employees, counsel, accountants and other authorized representatives, reasonable access, upon reasonable notice and at reasonable times throughout the period before the Effective Time, to its resources, personnel and properties and those of the Legacy Synergy Subsidiaries, and shall disclose and make available to BHLB NYB and its officers, employees, counsel, accountants and other authorized representatives during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement Agreement, any Acquisition Proposal or any other subject matter that Legacy Synergy reasonably determines should be kept treated as confidential)) and stockholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB NYB may have a reasonable interest; provided, however, that Legacy Synergy shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel counsel. Synergy shall upon NYB’s reasonable request provide NYB with access to Synergy’s records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB’s efforts to complete a migration or contravene integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy’s system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any applicable lawregulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Legacy Synergy shall provide and shall request its auditors to provide BHLB NYB with such historical financial information regarding it (and related audit reports and consents) as BHLB NYB may reasonably request for Securities Law securities disclosure purposes. BHLB NYB shall use commercially reasonable best efforts to minimize any interference with LegacySynergy’s regular business operations during any such access to LegacySynergy’s property, books and records. Legacy Synergy and each Legacy Synergy Subsidiary shall permit BHLBNYB, at BHLBNYB’s expense, to (i) cause a Phase “phase I environmental assessment audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Legacy Synergy or any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy Synergy Subsidiary.

Access to Properties and Records. Subject to Section 12.111.1, Legacy Beacon Federal shall permit BHLB access upon reasonable notice and at reasonable times to its properties and those of the Legacy Beacon Federal Subsidiaries, and shall disclose and make available to BHLB during normal business hours all of its books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy Beacon Federal reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB may have a reasonable interest; provided, however, that Legacy Beacon Federal shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LegacyBeacon Federal’s reasonable judgment, would interfere with the normal conduct of LegacyBeacon Federal’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy Beacon Federal shall provide and shall request its auditors to provide BHLB with such historical financial information regarding it (and related audit reports and consents) as BHLB may reasonably request for Securities Law disclosure purposes. BHLB shall use commercially reasonable efforts to minimize any interference with LegacyBeacon Federal’s regular business operations during any such access to LegacyBeacon Federal’s property, books and records. Legacy Beacon Federal and each Legacy Beacon Federal Subsidiary shall permit BHLB, at BHLB’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by Legacy Beacon Federal or any Legacy Beacon Federal Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy Beacon Federal or any Legacy Beacon Federal Subsidiary.

Access to Properties and Records. Subject to Section 12.113.1 hereof, Legacy Kelsan and Holdco shall permit BHLB Portec Rail reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy Subsidiariesproperties, and shall disclose and make available to BHLB Portec Rail during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy Kelsan or Holdco reasonably determines should be kept treated as confidential)) and shareholders' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authorityGovernmental Entities, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Portec Rail may have a reasonable interest; provided, however, that Legacy Kelsan or Holdco shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s Kelsan's or Holdco's reasonable judgment, would interfere with the normal conduct of Legacy’s Kelsan's or Holdco's business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy Kelsan shall provide and shall request its auditors independent accountants to provide BHLB Portec Rail with such historical financial information regarding it (and related audit reports and consents) as BHLB Portec Rail may reasonably request for Securities Law disclosure purposesrequest. BHLB Portec Rail shall use commercially reasonable efforts to minimize any interference with Legacy’s Kelsan's or Holdco's regular business operations during any such access to Legacy’s Kelsan's and Holdco's property, books and records. Legacy and each Legacy Subsidiary Kelsan shall permit BHLBPortec Rail, at BHLB’s its expense, to (i) cause a Phase "phase I environmental assessment audit" and a "phase II environmental audit" to be performed at any physical location owned or or, to the extent permitted under the applicable lease agreement, occupied by Legacy or any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy SubsidiaryKelsan.

Access to Properties and Records. Subject In order to facilitate the ----------------------------------- consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.112.1 hereof and subject to applicable laws relating to exchange of information, Legacy shall Connecticut Bancshares will permit BHLB access NHSB and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice and at reasonable times notice, to its personnel and properties and those of the Legacy Connecticut Bancshares Subsidiaries, and shall disclose and make available to BHLB NHSB during normal business hours throughout the period prior to the Effective Time all of its books the books, papers and records of Connecticut Bancshares or any Connecticut Bancshares Subsidiary relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy reasonably determines should be kept confidential)strategic alternatives) and shareholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB NHSB may have a reasonable interest; provided, however, that Legacy Connecticut Bancshares shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy Connecticut Bancshares shall provide and shall request its auditors to provide BHLB NHSB with such historical financial information regarding it Connecticut Bancshares and any Connecticut Bancshares Subsidiary (and related audit reports and consents) as BHLB NHSB may reasonably request for Securities Law securities disclosure purposes. BHLB NHSB shall use commercially reasonable efforts to minimize any interference with Legacy’s Connecticut Bancshares' and any Connecticut Bancshares Subsidiary's regular business operations during any such access to Legacy’s Connecticut Bancshares' or any Connecticut Bancshares Subsidiary's personnel, property, books and or records. Legacy Connecticut Bancshares and each Legacy Subsidiary its Subsidiaries shall permit BHLBNHSB, at BHLB’s NHSB's expense, to (i) cause a so-called "Phase I environmental assessment Environmental Site Assessments" and/or "Phase II Environmental Site Assessments" to be performed at any physical location owned or occupied operated by Legacy Connecticut Bancshares or any Legacy Connecticut Bancshares Subsidiary and (ii) cause an appraisal and, to be performed in respect of the extent Connecticut Bancshares or the applicable Connecticut Bancshares Subsidiary has the contractual right to do so, at any real property owned by Legacy Loan Property or any Legacy SubsidiaryParticipation Facility.

Access to Properties and Records. Subject to Section 12.111.01 hereof, Legacy Target shall permit BHLB Investors Bancorp reasonable access during normal business hours upon reasonable notice and at reasonable times to its properties and those of the Legacy Target Subsidiaries, and shall disclose and make available to BHLB Investors Bancorp during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy Target reasonably determines should be kept treated as confidential)) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Investors Bancorp may have a reasonable interest; provided, however, that Legacy Target shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, disclosure would interfere with the normal conduct of Legacy’s business violate applicable law or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy Target shall provide and shall request its auditors to provide BHLB Investors Bancorp (subject to Investors Bancorp entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as BHLB Investors Bancorp may reasonably request for Securities Law securities disclosure purposes. BHLB Investors Bancorp shall use commercially reasonable efforts to minimize any interference with LegacyTarget’s regular business operations during any such access to LegacyTarget’s property, books and records. Legacy and each Legacy Subsidiary Target shall permit BHLBInvestors Bancorp, at BHLB’s its expense, to (i) cause a Phase “phase I environmental assessment audit” to be performed at each Branch owned by Target Bank at any physical location owned time prior to the Closing Date. Investors Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or occupied by Legacy minimize to the greatest extent possible interference with Target’s operation of its business, and Investors Bancorp shall maintain or any Legacy Subsidiary and (ii) cause an appraisal to be performed maintained reasonably adequate insurance with respect to any assessment conducted hereunder. Investors Bancorp shall be required to restore each Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in respect connection with any “phase I environmental audit” and any restoration and clean up, shall be borne solely by Investors Bancorp. Notwithstanding anything to the contrary contained in this Section 5.03, in no event shall Investors Bancorp have access to any information that, based on advice of Target’s counsel, would (A) reasonably be expected to waive any material legal privilege (B) result in the disclosure of any real property owned trade secrets of third parties or (C) violate any obligation of Target with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Legacy Investors Bancorp, Target has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Investors Bancorp shall not conduct any environmental sampling without the prior written consent of Target, which consent may be withheld in Target’s discretion. All requests made pursuant to this Section 5.03 shall be directed to an executive officer of Target or any Legacy Subsidiarysuch Person or Persons as may be designated by Target. All information received pursuant to this Section 5.03 shall be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. Subject to Section 12.111.1, Legacy BHLB shall permit BHLB Commerce access upon reasonable notice and at reasonable times to its properties and those of the Legacy BHLB Subsidiaries, and shall disclose and make available to BHLB Commerce during normal business hours all of its books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholdersstockholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy BHLB reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Commerce may have a reasonable interest; provided, however, that Legacy BHLB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LegacyBHLB’s reasonable judgment, would interfere with the normal conduct of LegacyBHLB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy BHLB shall provide and shall request its auditors to provide BHLB Commerce with such historical financial information regarding it (and related audit reports and consents) as BHLB Commerce may reasonably request for Securities Law disclosure purposes. BHLB Commerce shall use commercially reasonable efforts to minimize any interference with LegacyBHLB’s regular business operations during any such access to LegacyBHLB’s property, books and records. Legacy BHLB and each Legacy BHLB Subsidiary shall permit BHLBCommerce, at BHLBCommerce’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by Legacy BHLB or any Legacy BHLB Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy BHLB or any Legacy BHLB Subsidiary.

Access to Properties and Records. Subject to Section 12.111.1, Legacy BHLB shall permit BHLB FCB access upon reasonable notice and at reasonable times to its properties and those of the Legacy BHLB Subsidiaries, and shall disclose and make available to BHLB FCB during normal business hours all of its books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy BHLB reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB FCB may have a reasonable interest; provided, however, that Legacy BHLB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LegacyBHLB’s reasonable judgment, would interfere with the normal conduct of LegacyBHLB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy BHLB shall provide and shall request its auditors to provide BHLB FCB with such historical financial information regarding it (and related audit reports and consents) as BHLB FCB may reasonably request for Securities Law disclosure purposes. BHLB FCB shall use commercially reasonable efforts to minimize any interference with LegacyBHLB’s regular business operations during any such access to LegacyBHLB’s property, books and records. Legacy BHLB and each Legacy BHLB Subsidiary shall permit BHLBFCB, at BHLBFCB’s expense, to (i) cause a Phase I environmental assessment to be performed at any physical location owned or occupied by Legacy BHLB or any Legacy BHLB Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy BHLB or any Legacy BHLB Subsidiary.

Access to Properties and Records. Subject to Section 12.1, Legacy Trinity Bank shall permit BHLB Citizens South reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy Trinity Bank Subsidiaries, and shall disclose and make available to BHLB Citizens South during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy Trinity Bank reasonably determines should be kept treated as confidential)) and shareholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Citizens South may have a reasonable interest; provided, however, that Legacy Trinity Bank shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s Trinity Bank's reasonable judgment, would interfere with the normal conduct of Legacy’s Trinity Bank's business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy Trinity Bank shall provide and shall request its auditors to provide BHLB Citizens South with such historical financial information regarding it (and shall request its auditors to provide related audit reports and consents) as BHLB Citizens South may reasonably request for Securities Law disclosure purposes. BHLB Citizens South shall use commercially reasonable efforts to minimize any interference with Legacy’s Trinity Bank's regular business operations during any such access to Legacy’s Trinity Bank's property, books and records. Legacy Trinity Bank and each Legacy Trinity Bank Subsidiary shall permit BHLBCitizens South, at BHLB’s Citizens South's expense, to (i) cause a Phase "phase I environmental assessment audit" and a "phase II environmental audit" to be performed at any physical location owned or or, to the extent permitted under the applicable lease agreement, occupied by Legacy Trinity Bank or any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy Trinity Bank Subsidiary.

Access to Properties and Records. Subject to Section 12.112.1 hereof, Legacy Guaranty Financial shall permit BHLB First Sentry Bancshares reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy Guaranty Financial Subsidiaries, and shall disclose and make available to BHLB First Sentry Bancshares during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy reasonably determines should be kept confidential)Agreement) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB First Sentry Bancshares may have a reasonable interest; provided, however, that Legacy Guaranty Financial shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy Guaranty Financial shall provide and shall request its auditors to provide BHLB First Sentry Bancshares with such historical financial information regarding it (and related audit reports and consents) as BHLB First Sentry Bancshares may reasonably request for Securities Law disclosure purposesrequest. BHLB First Sentry Bancshares shall use commercially reasonable efforts to minimize any interference with LegacyGuaranty Financial’s regular business operations during any such access to LegacyGuaranty Financial’s property, books and records. Legacy Guaranty Financial and each Legacy Guaranty Financial Subsidiary shall permit BHLB, at BHLB’s expense, First Sentry Bancshares to (i) cause a Phase “phase I environmental assessment audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Legacy Guaranty Financial or any Legacy Subsidiary Guaranty Financial Subsidiary. In the event any subsurface or phase II site assessments are conducted, First Sentry Bancshares shall indemnify Guaranty Financial for all reasonable and (ii) cause an appraisal customary costs and expenses associated with returning the property to be performed in respect of any real property owned by Legacy or any Legacy Subsidiarythe previous condition.

Access to Properties and Records. Subject to Section 12.111.1, Legacy First West Virginia shall permit BHLB CB access upon reasonable notice and at reasonable times to its properties and those of the Legacy First West Virginia Subsidiaries, and shall disclose and make available to BHLB CB during normal business hours all of its books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholdersstockholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy First West Virginia reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB CB may have a reasonable interest; provided, however, that Legacy First West Virginia shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LegacyFirst West Virginia’s reasonable judgment, would interfere with the normal conduct of LegacyFirst West Virginia’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy First West Virginia shall provide and shall request its auditors to provide BHLB CB with such historical financial information regarding it (and related audit reports and consents) as BHLB CB may reasonably request for Securities Law disclosure purposes. BHLB CB shall use commercially reasonable efforts to minimize any interference with LegacyFirst West Virginia’s regular business operations during any such access to LegacyFirst West Virginia’s property, books and records. Legacy First West Virginia and each Legacy First West Virginia Subsidiary shall permit BHLBCB, at BHLBCB’s expense, to (i) cause a Phase I or Phase II environmental assessment to be performed at any physical location owned or occupied by Legacy First West Virginia or any Legacy First West Virginia Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy First West Virginia or any Legacy First West Virginia Subsidiary. CB shall indemnify First West Virginia and its Subsidiaries for all costs and expenses associated with returning any physical location to its previous condition.

Access to Properties and Records. Subject to to Section 12.112.1 hereof, Legacy WCBI shall permit BHLB PBI reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy WCBI Subsidiaries, and shall disclose and make available to BHLB PBI during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy WCBI reasonably determines should be kept treated as confidential)) and stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB PBI may have a reasonable interest; provided, however, that Legacy WCBI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s WCBI's reasonable judgment, would interfere with the normal conduct of Legacy’s WCBI's business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy WCBI shall provide and shall request its auditors to provide BHLB PBI with such historical financial information regarding it (and related audit reports and consents) as BHLB PBI may reasonably request for Securities Law disclosure purposes. BHLB PBI shall use commercially reasonable efforts to minimize any interference with Legacy’s WCBI's regular business operations during any such access to Legacy’s WCBI's property, books and records. Legacy WCBI and each Legacy WCBI Subsidiary shall permit BHLBPBI, at BHLB’s its expense, to (i) cause a Phase "phase I environmental assessment audit" and a "phase II environmental audit" to be performed at any physical location owned or or, to the extent permitted under the applicable lease agreement, occupied by Legacy WCBI or any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy WCBI Subsidiary.

Access to Properties and Records. (a) Subject to Section 12.111.01 hereof, Legacy Brooklyn Bancorp shall permit BHLB Investors Bancorp and its designated agents (who agree to be bound by the terms of the Confidentiality Agreement) reasonable access during normal business hours upon reasonable notice and at reasonable times to its properties and those of the Legacy Brooklyn Bancorp Subsidiaries, and shall disclose and make available to BHLB Investors Bancorp and its designees during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy Brooklyn Bancorp reasonably determines should be kept treated as confidential)) and shareholders’ meetings, organizational documents, bylaws37 Bylaws, material contracts and agreements, filings with any regulatory authorityRegulatory Authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Investors Bancorp may have a reasonable interest, and shall allow Investors Bancorp and its designees to communicate with the CRE Personnel and any other persons responsible for managing and servicing the Commercial Real Estate Loans and the performance of the servicing activities related thereto; provided, however, that Legacy Brooklyn Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy Brooklyn Bancorp shall provide and shall request its auditors to provide BHLB Investors Bancorp with such historical financial information regarding it (and related audit reports and consents) as BHLB Investors Bancorp may reasonably request for Securities Law securities disclosure purposes. BHLB Investors Bancorp shall use commercially reasonable efforts to minimize any interference with LegacyBrooklyn Bancorp’s regular business operations during any such access to LegacyBrooklyn Bancorp’s property, books and records. Legacy Without limiting the foregoing, Brooklyn Federal Savings shall allow Investors Bancorp or its designees, within five (5) business days of the date of this Agreement, to commence an inventory of the loan files with respect to the Commercial Loan Portfolio to determine which documents to be included in the Commercial Loan Mortgage File are in possession of Brooklyn Federal Savings and which documents need to be obtained, and such inventory may be updated from time to time prior to the Closing Date, and for each Legacy Subsidiary Commercial Real Estate Loan, Brooklyn Bancorp and Brooklyn Federal Savings shall not permit any documents to be missing from the Commercial Loan Mortgage File that existed as of the date above-referenced inventory was completed and from and after such dates, permit any changes or altercations to the Commercial Loan Mortgage File without the prior written consent of Investors Bancorp and its designees. The expenses of such inventory (not to exceed $50,000) shall be reimbursed by Brooklyn Federal Savings, subject to the receipt of any required regulatory approval. Brooklyn Bancorp shall permit BHLBInvestors Bancorp, at BHLB’s its expense, to (i) cause a Phase “phase I environmental assessment audit” and a “phase II environmental audit” to be performed at each Branch at any physical location owned or occupied time prior to the Closing Date; provided, however, that Investors Bancorp shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by Legacy or any Legacy Subsidiary and (ii) cause an appraisal the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit” and provided that as to any “phase II environmental audits” performed at a Branch which Brooklyn Federal Savings leases, the landlord pursuant to the applicable lease has consented to such “phase II environmental audit” if such consent is necessary pursuant to the lease. Brooklyn Federal Savings will use its commercially reasonable efforts (at no cost to Brooklyn Federal Savings) to obtain such landlord consent. Prior to performing any “phase II environmental audits,” Investors Bancorp will provide Brooklyn Bancorp with a copy of its proposed work plan and Investors Bancorp will cooperate in good faith with Brooklyn Bancorp to address any comments or suggestions made by Brooklyn Bancorp regarding the work plan. Investors Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Brooklyn Bancorp’s operation of its business, and Investors Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect of to any real property owned assessment conducted hereunder. Investors Bancorp shall be required to restore each Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be borne solely by Legacy or any Legacy SubsidiaryInvestors Bancorp.

Access to Properties and Records. Subject to Section 12.112.1 hereof, Legacy prior to the earlier of the termination of this Agreement or the Closing Date, GCB shall permit BHLB OFC reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy GCB Subsidiaries, and shall disclose and make available to BHLB OFC during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy GCB reasonably determines should be kept treated as confidential)) and shareholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB OFC may have a reasonable interest; provided, however, that Legacy GCB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person person, would violate any law or entity any agreement to which GCB or any GCB Subsidiary is bound, or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy GCB shall provide and shall request its auditors to provide BHLB OFC with such historical financial information regarding it (and related audit reports and consents) as BHLB OFC may reasonably request for Securities Law securities disclosure purposes. BHLB OFC shall use commercially reasonable efforts to minimize any interference with Legacy’s GCB's regular business operations during any such access to Legacy’s GCB's property, books and records. Legacy GCB and each Legacy GCB Subsidiary shall permit BHLBOFC, at BHLB’s its expense, to (i) cause a Phase "phase I environmental assessment audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by Legacy GCB or any Legacy Subsidiary GCB Subsidiary. In the event any subsurface or phase II site assessments are conducted, OFC shall indemnify GCB and (ii) cause an appraisal its Subsidiaries for all costs and expenses associated with returning the property to be performed in respect of its previous condition or otherwise resulting or relating to any real property owned by Legacy such investigation or any Legacy Subsidiaryassessments.

Access to Properties and Records. Subject to Section 12.111.1, Legacy SWNB shall permit BHLB Hanmi access upon reasonable notice and at reasonable times to its properties and those of the Legacy SWNB Subsidiaries, and shall disclose and make available to BHLB Hanmi during normal business hours all of its books and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholdersstockholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy SWNB reasonably determines should be kept confidential), organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Hanmi may have a reasonable interest; provided, however, that Legacy SWNB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LegacySWNB’s reasonable judgment, would interfere with the normal conduct of LegacySWNB’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy SWNB shall provide and shall request its auditors to provide BHLB Hanmi with such historical financial information regarding it (and related audit reports and consents) as BHLB Hanmi may reasonably request for Securities Law disclosure purposes. BHLB Hanmi shall use commercially reasonable efforts to minimize any interference with LegacySWNB’s regular business operations during any such access to LegacySWNB’s property, books and records. Legacy SWNB and each Legacy SWNB Subsidiary shall permit BHLBHanmi, at BHLBHanmi’s expense, to (i) cause a Phase I or Phase II environmental assessment to be performed at any physical location owned or occupied by Legacy SWNB or any Legacy SWNB Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy SWNB or any Legacy SWNB Subsidiary. Hanmi shall indemnify SWNB and its Subsidiaries for all costs and expenses associated with returning any physical location to its previous condition.

Access to Properties and Records. (a) Subject to Section 12.111.01 hereof, Legacy EN Bancorp shall permit BHLB ESSA Bancorp reasonable access during normal business hours upon reasonable notice and at reasonable times to its properties and those of the Legacy EN Bancorp Subsidiaries, and shall disclose and make available to BHLB ESSA Bancorp during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy EN Bancorp reasonably determines should be kept treated as confidential)) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any all other business activities or prospects in which BHLB ESSA Bancorp may have a reasonable interest; provided, however, that Legacy EN Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, disclosure would interfere with the normal conduct of Legacy’s business violate applicable law or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy EN Bancorp shall provide and shall request its auditors to provide BHLB ESSA Bancorp (subject to ESSA Bancorp entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as BHLB ESSA Bancorp may reasonably request for Securities Law securities disclosure purposes. BHLB ESSA Bancorp shall use commercially reasonable efforts to minimize any interference with LegacyEN Bancorp’s regular business operations during any such access to LegacyEN Bancorp’s property, books and records. Legacy EN Bancorp reserves the right to have one or more of its representatives present and each Legacy Subsidiary accompany the representatives of ESSA Bancorp during any such access. (b) Notwithstanding anything to the contrary contained in this Section 5.03, in no event shall permit BHLBESSA Bancorp have access to any information that, at BHLBbased on advice of EN Bancorp’s expensecounsel, would (a) reasonably be expected to waive any material legal privilege (b) result in the disclosure of any trade secrets of third parties, (c) result in the disclosure of any examination report issued by a Regulatory Authority or the contents thereof or any other information disclosure of which is prohibited pursuant to 12 C.F.R. §4.31 et seq., or (d) violate any obligation of EN Bancorp with respect to confidentiality so long as, with respect to confidentiality, to (i) cause the extent specifically requested by ESSA Bancorp, EN Bancorp has made commercially reasonable efforts to obtain a Phase I waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that ESSA Bancorp shall not conduct any environmental assessment sampling without the prior written consent of EN Bancorp. All requests made pursuant to this Section 5.03 shall be performed at any physical location owned directed to an executive officer of EN Bancorp or occupied such Person or Persons as may be designated by Legacy or any Legacy Subsidiary and (ii) cause an appraisal EN Bancorp. All information received pursuant to this Section 5.03 shall be performed in respect governed by the terms of any real property owned by Legacy or any Legacy Subsidiarythe Confidentiality Agreement.

Access to Properties and Records. Subject In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject to Section 12.112.1 hereof, Legacy PennFed shall permit BHLB access NYB and its officers, employees, counsel, accountants and other authorized representatives, reasonable access, upon reasonable notice and at reasonable times throughout the period before the Effective Time, to its resources, personnel and properties and those of the Legacy PennFed Subsidiaries, and shall disclose and make available to BHLB NYB and its officers, employees, counsel, accountants and other authorized representatives during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy PennFed reasonably determines should be kept treated as confidential)) and stockholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB NYB may have a reasonable interest; provided, however, that Legacy PennFed shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy PennFed shall provide and shall request its auditors to provide BHLB NYB with such historical financial information regarding it (and related audit reports and consents) as BHLB NYB may reasonably request for Securities Law securities disclosure purposes. BHLB NYB shall use commercially reasonable best efforts to minimize any interference with LegacyPennFed’s regular business operations during any such access to LegacyPennFed’s property, books and records. Legacy PennFed and each Legacy PennFed Subsidiary shall permit BHLBNYB, at BHLB’s its expense, to (i) cause a Phase “phase I environmental assessment audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Legacy PennFed or any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy PennFed Subsidiary.

Access to Properties and Records. (a) Subject to Section 12.111.01 hereof, Legacy FS Bancorp shall permit BHLB ESSA Bancorp reasonable access during normal business hours upon reasonable notice and at reasonable times to its properties and those of the Legacy FS Bancorp Subsidiaries, and shall disclose and make available to BHLB ESSA Bancorp during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy FS Bancorp reasonably determines should be kept treated as confidential)) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any all other business activities or prospects in which BHLB ESSA Bancorp may have a reasonable interest; provided, however, that Legacy FS Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, disclosure would interfere with the normal conduct of Legacy’s business violate applicable law or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy FS Bancorp shall provide and shall request its auditors to provide BHLB ESSA Bancorp (subject to ESSA Bancorp entering into a hold harmless letter with such auditors in a form acceptable to such auditors) with such historical financial information regarding it (and related audit reports and consents) as BHLB ESSA Bancorp may reasonably request for Securities Law securities disclosure purposes. BHLB ESSA Bancorp shall use commercially reasonable efforts to minimize any interference with LegacyFS Bancorp’s regular business operations during any such access to LegacyFS Bancorp’s property, books and records. Legacy and each Legacy Subsidiary . (b) Notwithstanding anything to the contrary contained in this Section 5.03, in no event shall permit BHLBESSA Bancorp have access to any information that, at BHLBbased on advice of FS Bancorp’s expensecounsel, would (a) reasonably be expected to waive any material legal privilege (b) result in the disclosure of any trade secrets of third parties or (c) violate any obligation of FS Bancorp with respect to confidentiality so long as, with respect to confidentiality, to (i) cause the extent specifically requested by ESSA Bancorp, FS Bancorp has made commercially reasonable efforts to obtain a Phase I waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that ESSA Bancorp shall not conduct any environmental assessment sampling without the prior written consent of FS Bancorp, which consent may be withheld in FS Bancorp’s discretion. All requests made pursuant to this Section 5.03 shall be performed at any physical location owned directed to an executive officer of FS Bancorp or occupied such Person or Persons as may be designated by Legacy or any Legacy Subsidiary and (ii) cause an appraisal FS Bancorp. All information received pursuant to this Section 5.03 shall be performed in respect governed by the terms of any real property owned by Legacy or any Legacy Subsidiarythe Confidentiality Agreement.

Access to Properties and Records. (a) Subject to Section 12.111.01 hereof, Legacy CS Holdings shall permit BHLB Sunshine Bancorp reasonable access during normal business hours upon reasonable notice and at reasonable times to its properties and those of the Legacy SubsidiariesCommunity Bank, and shall disclose and make available to BHLB Sunshine Bancorp during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy reasonably determines should be kept confidential)Agreement) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any all other business activities or prospects in which BHLB Sunshine Bancorp may have a reasonable interest; provided, however, that Legacy neither CS Holdings nor Community Bank shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity applicable law or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy CS Holdings shall provide and shall request its auditors to provide BHLB Sunshine Bancorp with such historical financial information regarding it (and related audit reports and consents) as BHLB Sunshine Bancorp may reasonably request for Securities Law securities disclosure purposes. BHLB Sunshine Bancorp shall use commercially reasonable efforts to minimize any interference with Legacyeither CS Holdings’ or Community Bank’s regular business operations during any such access to LegacyCS Holdings’ or Community Bank’s property, books and records. Legacy and each Legacy Subsidiary . (b) Notwithstanding anything to the contrary contained in this Section 5.03, in no event shall permit BHLBSunshine Bancorp have access to any information that, at BHLB’s expensebased on advice of CS Holdings’ 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 CS Holdings with respect to confidentiality so long as, with respect to confidentiality, to (i) cause the extent specifically requested by Sunshine Bancorp, CS Holdings has made commercially reasonable efforts to obtain a Phase I waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Sunshine Bancorp shall not conduct any environmental assessment sampling without the prior written consent of CS Holdings. All requests made pursuant to this Section 5.03 shall be performed at any physical location owned directed to an executive officer of CS Holdings or occupied such Person or Persons as may be designated by Legacy or any Legacy Subsidiary and (ii) cause an appraisal CS Holdings. All information received pursuant to this Section 5.03 shall be performed in respect governed by the terms of any real property owned by Legacy or any Legacy Subsidiarythe Confidentiality Agreement.

Access to Properties and Records. Subject to Section 12.1, Legacy MFI shall permit BHLB Brookline Bancorp reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy MFI Subsidiaries, and shall disclose and make available to BHLB Brookline Bancorp during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy MFI reasonably determines should be kept treated as confidential)) and stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Brookline Bancorp may have a reasonable interest; provided, however, that Legacy MFI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s MFI's reasonable judgment, would interfere with the normal conduct of Legacy’s MFI's business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver 51 by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy MFI shall provide and shall request its auditors to provide BHLB Brookline Bancorp with such historical financial information regarding it (and related audit reports and consents) as BHLB Brookline Bancorp may reasonably request for Securities Law disclosure purposes. BHLB Brookline Bancorp shall use commercially reasonable efforts to minimize any interference with Legacy’s MFI's regular business operations during any such access to Legacy’s MFI's property, books and records. Legacy MFI and each Legacy MFI Subsidiary shall permit BHLBBrookline Bancorp, at BHLB’s Brookline Bancorp's expense, to (i) cause a Phase "phase I environmental assessment audit" and a "phase II environmental audit" to be performed at any physical location owned or or, to the extent permitted under the applicable lease agreement, occupied by Legacy MFI or any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy MFI Subsidiary.

Access to Properties and Records. Subject In order to facilitate the -------------------------------- consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.112.1 hereof and subject to applicable laws relating to exchange of information, Legacy shall Westbank will permit BHLB access NewAlliance and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice and at reasonable times notice, to its personnel and properties and those of the Legacy Westbank Subsidiaries, and shall disclose and make available to BHLB NewAlliance during normal business hours throughout the period prior to the Effective Time all of its books the books, papers and records of Westbank or any Westbank Subsidiary relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy reasonably determines should be kept confidential)strategic alternatives) and shareholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB NewAlliance may have a reasonable interest; provided, however, that Legacy Westbank shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel counsel. In addition, Westbank and the Westbank Subsidiaries shall not be required to disclose any analysis, minutes, or contravene other materials pertaining to the financial or other evaluation or discussion of (i) this Agreement or the transactions contemplated herein, or (ii) any applicable lawthird party proposal to acquire a controlling interest in Westbank. Legacy Westbank shall provide and shall request its auditors to provide BHLB NewAlliance with such historical financial information regarding it Westbank and any Westbank Subsidiary (and related audit reports and consents) as BHLB NewAlliance may reasonably request for Securities Law securities disclosure purposes. BHLB NewAlliance shall use commercially reasonable efforts to minimize any interference with Legacy’s Westbank's and any Westbank Subsidiary's regular business operations during any such access to Legacy’s Westbank's or any Westbank Subsidiary's personnel, property, books and or records. Legacy Westbank and each Legacy Subsidiary its Subsidiaries shall permit BHLBNewAlliance, at BHLB’s NewAlliance's expense, to (i) cause a so-called "Phase I environmental assessment Environmental Site Assessments" and/or "Phase II Environmental Site Assessments" to be performed at any physical location owned or occupied operated by Legacy Westbank or any Legacy Westbank Subsidiary and, to the extent Westbank or the applicable Westbank Subsidiary has the contractual right to do so, at any Loan Property or Participation Facility. NewAlliance agrees to indemnify and (ii) cause hold harmless, Westbank, each Westbank Subsidiary, and any landlord or other Persons with an appraisal to be performed interest in respect the real property, from and against any damages, claims, losses or expenses of any kind, including reasonable attorneys fees, pertaining to or arising from any entry onto, or any assessments or other studies undertaken by NewAlliance with respect to, any such real property owned by Legacy or any Legacy Subsidiaryunder this Section.

Access to Properties and Records. Subject to to Section 12.1, Legacy 12.1 CNB shall permit BHLB NBT access upon reasonable notice and at reasonable times to its properties and those of the Legacy CNB Subsidiaries, and shall disclose and make available to BHLB NBT during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy CNB reasonably determines should be kept treated as confidential)) and shareholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB NBT may have a reasonable interest; provided, however, that Legacy CNB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s CNB's reasonable judgment, would interfere with the normal conduct of Legacy’s CNB's business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy CNB shall provide and shall request its auditors to provide BHLB NBT with such historical financial information regarding it (and related audit reports and consents) as BHLB NBT may reasonably request for Securities Law disclosure purposes. BHLB NBT shall use commercially reasonable efforts to minimize any interference with Legacy’s CNB's regular business operations during any such access to Legacy’s CNB's property, books and records. Legacy CNB and each Legacy CNB Subsidiary shall permit BHLBNBT, at BHLB’s its expense, to (i) cause a Phase "phase I environmental assessment audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by Legacy CNB or any Legacy Subsidiary and (ii) cause an appraisal CNB Subsidiary. If NBT causes a "phase I environmental audit" or a "phase II environmental audit" to be performed in respect of performed, then NBT agrees to use all commercially reasonable efforts to cause any real such audit to be completed as soon as reasonably practicable after commencement and to restore the property owned by Legacy or any Legacy Subsidiaryto its original condition after completion.

Access to Properties and Records. Subject In order to facilitate the consummation of the Merger and the Bank Merger and the integration of the business and operations of the parties to this Agreement, subject to Section 12.112.1 hereof, Legacy Synergy shall permit BHLB access NYB and its officers, employees, counsel, accountants and other authorized representatives, reasonable access, upon reasonable notice and at reasonable times throughout the period before the Effective Time, to its resources, personnel and properties and those of the Legacy Synergy Subsidiaries, and shall disclose and make available to BHLB NYB and its officers, employees, counsel, accountants and other authorized representatives during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement Agreement, any Acquisition Proposal or any other subject matter that Legacy Synergy reasonably determines should be kept treated as confidential)) and stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB NYB may have a reasonable interest; provided, however, that Legacy Synergy shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel counsel. Synergy shall upon NYB's reasonable request provide NYB with access to Synergy's records and systems for the purpose of allowing NYB to obtain account and transaction information in connection with NYB's efforts to complete a migration or contravene integration of such data into its systems and planning for same. Such access shall include, without limitation, computer data linkage to Synergy's system prior to the Effective Time if NYB deems that to be reasonably necessary or appropriate. Synergy hereby consents to NYB sharing such information, on a confidential basis and in compliance with the provisions of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any applicable lawregulations, with such vendors as NYB deems to be necessary or appropriate for the purpose of preparing for and implementing the required systems integration or account migration. Legacy Synergy shall provide and shall request its auditors to provide BHLB NYB with such historical financial information regarding it (and related audit reports and consents) as BHLB NYB may reasonably request for Securities Law securities disclosure purposes. BHLB NYB shall use commercially reasonable best efforts to minimize any interference with Legacy’s Synergy's regular business operations during any such access to Legacy’s Synergy's property, books and records. Legacy Synergy and each Legacy Synergy Subsidiary shall permit BHLBNYB, at BHLB’s NYB's expense, to (i) cause a Phase "phase I environmental assessment audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by Legacy Synergy or any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy Synergy Subsidiary.

Access to Properties and Records. Subject to Section 12.112.1 hereof, Legacy prior to the earlier of the termination of this Agreement or the Closing Date, GCB shall permit BHLB OFC reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy GCB Subsidiaries, and shall disclose and make available to BHLB OFC during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy GCB reasonably determines should be kept treated as confidential)) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB OFC may have a reasonable interest; provided, however, that Legacy GCB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person person, would violate any law or entity any agreement to which GCB or any GCB Subsidiary is bound, or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy GCB shall provide and shall request its auditors to provide BHLB OFC with such historical financial information regarding it (and related audit reports and consents) as BHLB OFC may reasonably request for Securities Law securities disclosure purposes. BHLB OFC shall use commercially reasonable efforts to minimize any interference with LegacyGCB’s regular business operations during any such access to LegacyGCB’s property, books and records. Legacy GCB and each Legacy GCB Subsidiary shall permit BHLBOFC, at BHLB’s its expense, to (i) cause a Phase “phase I environmental assessment audit” and a “phase II environmental audit” to be performed at any physical location owned or occupied by Legacy GCB or any Legacy Subsidiary GCB Subsidiary. In the event any subsurface or phase II site assessments are conducted, OFC shall indemnify GCB and (ii) cause an appraisal its Subsidiaries for all costs and expenses associated with returning the property to be performed in respect of its previous condition or otherwise resulting or relating to any real property owned by Legacy such investigation or any Legacy Subsidiaryassessments.

Access to Properties and Records. Subject to Section 12.112.1 hereof, Legacy FSSB shall permit BHLB IBT access upon reasonable notice and at reasonable times to its properties and those of the Legacy FSSB Subsidiaries, and shall disclose and make available to BHLB IBT to the extent permitted by applicable law during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy FSSB reasonably determines should be kept confidential)treated as confidential or privileged) and shareholders' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation filesfiles (to the extent not resulting in waiver of attorney-client privilege), plans affecting employees, and any other business activities or prospects in which BHLB IBT may have a reasonable interest; provided, however, that Legacy shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy FSSB shall provide and shall request its auditors to provide BHLB IBT with such historical financial information regarding it (and related audit reports and consents) as BHLB IBT may reasonably request for Securities Law securities disclosure purposes. BHLB shall use commercially reasonable efforts to minimize any interference with Legacy’s regular business operations during any such access to Legacy’s property, books and records. Legacy FSSB and each Legacy FSSB Subsidiary shall permit BHLBpermit, upon reasonable notice, IBT at BHLB’s expense, its own expense to (i) cause a Phase "phase I environmental assessment audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by Legacy FSSB or any Legacy Subsidiary FSSB Subsidiary. IBT shall indemnify and (ii) cause an appraisal hold harmless FSSB for any claim, suit, liability, cost, expense or damages whatsoever arising out of or related to be performed in respect of any real property owned by Legacy such environmental audits or any Legacy Subsidiaryother inspection or due diligence activity conducted on FSSB's premises.

Access to Properties and Records. Subject to Section 12.1, Legacy FCB shall permit BHLB Fidelity Bankshares access upon reasonable notice and at reasonable times to its properties and those of the Legacy FCB Subsidiaries, and shall disclose and make available to BHLB Fidelity Bankshares during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy FCB reasonably determines should be kept treated as confidential)) and stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Fidelity Bankshares may have a reasonable interest; provided, however, that Legacy FCB shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s FCB's reasonable judgment, would interfere with the normal conduct of Legacy’s FCB's business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy FCB shall provide and shall request its auditors to provide BHLB Fidelity Bankshares with such historical financial information regarding it (and related audit reports and consents) as BHLB Fidelity Bankshares may reasonably request for Securities Law disclosure purposes. BHLB Fidelity Bankshares shall use commercially reasonable efforts to minimize any interference with Legacy’s FCB's regular business operations during any such access to Legacy’s FCB's property, books and records. Legacy FCB and each Legacy FCB Subsidiary shall permit BHLBFidelity Bankshares, at BHLB’s Fidelity Bankshares' expense, to (i) cause a Phase "phase I environmental assessment audit" and a "phase II environmental audit" to be performed at any physical location owned or or, to the extent permitted under the applicable lease agreement, occupied by Legacy FCB or any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy FCB Subsidiary.

Access to Properties and Records. (a) Subject to Section 12.111.01 hereof, Legacy Brooklyn Bancorp shall permit BHLB Investors Bancorp and its designated agents (who agree to be bound by the terms of the Confidentiality Agreement) reasonable access during normal business hours upon reasonable notice and at reasonable times to its properties and those of the Legacy Brooklyn Bancorp Subsidiaries, and shall disclose and make available to BHLB Investors Bancorp and its designees during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy Brooklyn Bancorp reasonably determines should be kept treated as confidential)) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authorityRegulatory Authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Investors Bancorp may have a reasonable interest, and shall allow Investors Bancorp and its designees to communicate with the CRE Personnel and any other persons responsible for managing and servicing the Commercial Real Estate Loans and the performance of the servicing activities related thereto; provided, however, that Legacy Brooklyn Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawcounsel. Legacy Brooklyn Bancorp shall provide and shall request its auditors to provide BHLB Investors Bancorp with such historical financial information regarding it (and related audit reports and consents) as BHLB Investors Bancorp may reasonably request for Securities Law securities disclosure purposes. BHLB Investors Bancorp shall use commercially reasonable efforts to minimize any interference with LegacyBrooklyn Bancorp’s regular business operations during any such access to LegacyBrooklyn Bancorp’s property, books and records. Legacy Without limiting the foregoing, Brooklyn Federal Savings shall allow Investors Bancorp or its designees, within five (5) business days of the date of this Agreement, to commence an inventory of the loan files with respect to the Commercial Loan Portfolio to determine which documents to be included in the Commercial Loan Mortgage File are in possession of Brooklyn Federal Savings and which documents need to be obtained, and such inventory may be updated from time to time prior to the Closing Date, and for each Legacy Subsidiary Commercial Real Estate Loan, Brooklyn Bancorp and Brooklyn Federal Savings shall not permit any documents to be missing from the Commercial Loan Mortgage File that existed as of the date above-referenced inventory was completed and from and after such dates, permit any changes or altercations to the Commercial Loan Mortgage File without the prior written consent of Investors Bancorp and its designees. The expenses of such inventory (not to exceed $50,000) shall be reimbursed by Brooklyn Federal Savings, subject to the receipt of any required regulatory approval. Brooklyn Bancorp shall permit BHLBInvestors Bancorp, at BHLB’s its expense, to (i) cause a Phase “phase I environmental assessment audit” and a “phase II environmental audit” to be performed at each Branch at any physical location owned or occupied time prior to the Closing Date; provided, however, that Investors Bancorp shall have the right to conduct a “phase II environmental audit” prior to the Closing only to the extent that a “phase II environmental audit” is within the scope of additional testing recommended by Legacy or any Legacy Subsidiary and (ii) cause an appraisal the “phase I environmental audit” to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by The American Society for Testing Materials) that was discovered in the “phase I environmental audit” and provided that as to any “phase II environmental audits” performed at a Branch which Brooklyn Federal Savings leases, the landlord pursuant to the applicable lease has consented to such “phase II environmental audit” if such consent is necessary pursuant to the lease. Brooklyn Federal Savings will use its commercially reasonable efforts (at no cost to Brooklyn Federal Savings) to obtain such landlord consent. Prior to performing any “phase II environmental audits,” Investors Bancorp will provide Brooklyn Bancorp with a copy of its proposed work plan and Investors Bancorp will cooperate in good faith with Brooklyn Bancorp to address any comments or suggestions made by Brooklyn Bancorp regarding the work plan. Investors Bancorp and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Brooklyn Bancorp’s operation of its business, and Investors Bancorp shall maintain or cause to be maintained reasonably adequate insurance with respect of to any real property owned assessment conducted hereunder. Investors Bancorp shall be required to restore each Owned Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any “phase I environmental audit” and any “phase II environmental audit,” and any restoration and clean up, shall be borne solely by Legacy or any Legacy SubsidiaryInvestors Bancorp.

Access to Properties and Records. 6.3.1. Subject to Section 12.112.1 hereof, Legacy MutualFirst Financial shall permit BHLB Northwest Bancshares and Northwest Bank reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy MutualFirst Financial Subsidiaries, and shall disclose and make available to BHLB Northwest Bancshares and Northwest Bank during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy MutualFirst Financial reasonably determines should be kept treated as confidential)) and stockholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Northwest Bancshares or Northwest Bank may have a reasonable interest; provided, however, that Legacy MutualFirst Financial shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in LegacyMutualFirst Financial’s reasonable judgment, would interfere with the normal conduct of LegacyMutualFirst Financial’s business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawwith regard to which disclosure to Northwest Bancshares is prohibited by law or regulation. Legacy MutualFirst Financial shall provide and shall request its auditors and tax accountants to provide BHLB Northwest Bancshares with such historical financial information regarding it (and related audit reports and consents) as BHLB Northwest Bancshares may reasonably request for Securities Law disclosure purposes. BHLB Northwest Bancshares and Northwest Bank shall use commercially reasonable efforts to minimize any interference with LegacyMutualFirst Financial’s regular business operations during any such access to LegacyMutualFirst Financial’s property, books and records. 6.3.2. Legacy and each Legacy Subsidiary MutualFirst Financial shall permit BHLBNorthwest Bancshares, at BHLB’s Northwest Bancshares’ expense, to (i) cause a “Phase I environmental assessment Environmental Site Assessment” (the “Phase I”) (in conformance with American Society for Testing Materials (“ASTM”) Standard 1527-13, as amended) to be performed at each branch office and other properties owned by MutualFirst Financial, and, to the extent permitted by any physical location owned or occupied lease governing MutualFirst Financial’s lease of any branch, at each branch leased by Legacy or MutualFirst Financial, at any Legacy Subsidiary time prior to the expiration of 30 days from the date of this Agreement, and to the extent such Phase I recommends performance of a Phase II Environmental Site Assessment (iithe “Phase II”) cause an appraisal prior to the expiration of 60 days from the date of issuance of the Phase I only to the extent that the Phase II is within the scope of additional testing recommended by the Phase I to be performed as a result of a “Recognized Environmental Condition” (as such term is defined by the ASTM) that was discovered in the Phase I and provided that as to any Phase II performed at a Branch which MutualFirst Financial leases the landlord pursuant to the applicable lease has consented to such Phase II if such consent is necessary pursuant to the lease. MutualFirst Financial will use its commercially reasonable efforts (at no cost to MutualFirst Financial) to obtain such landlord consent. Prior to performing any Phase II, Northwest Bancshares will provide MutualFirst Financial with a copy of its proposed work plan and Northwest Bancshares will cooperate in good faith with MutualFirst Financial to address any comments or suggestions made by MutualFirst Financial regarding the work plan. Northwest Bancshares and its environmental consultant shall conduct all environmental assessments pursuant to this Section 6.3.2 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with MutualFirst Financial’s operation of its business, and Northwest Bancshares shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. Northwest Bancshares shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by Northwest Bancshares. 6.3.3. Notwithstanding anything to the contrary contained in this Section 6.3, in no event will Northwest Bancshares have access to any information that, based on advice of MutualFirst Financial’s counsel, would (a) reasonably be expected to waive any material legal privilege, (b) result in the disclosure of any real property owned trade secrets of third parties or (c) violate any obligation of MutualFirst Financial with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Legacy Northwest Bancshares, MutualFirst Financial has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Northwest Bancshares will not conduct any environmental sampling without the prior written consent of MutualFirst Financial, which consent may not be unreasonably withheld or any Legacy Subsidiarydelayed. All requests made pursuant to this Section 6.3 will be directed to an executive officer of MutualFirst Financial or such Person or Persons as may be designated by MutualFirst Financial. All information received pursuant to this Section 6.3 will be governed by the terms of the Confidentiality Agreement.

Access to Properties and Records. Subject to Section 12.112.1 hereof, Legacy MCBI shall permit BHLB BMBC reasonable access during normal business hours upon reasonable notice and at reasonable times to its properties and those of the Legacy MCBI Subsidiaries, and shall disclose and make available to BHLB BMBC during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy reasonably MCBI determines based on the advice of legal counsel should be kept treated as confidential)) and shareholders’ meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB BMBC may have a reasonable interest; provided, however, that Legacy MCBI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawthat is otherwise prohibited by law or contractual agreement. Legacy MCBI shall provide and shall request its auditors to provide BHLB BMBC with such historical financial information regarding it (and related audit reports and consents) as BHLB BMBC may reasonably request for Securities Law securities disclosure purposes. BHLB BMBC shall use commercially reasonable efforts to minimize any interference with LegacyMCBI’s regular business operations during any such access to LegacyMCBI’s property, books and records. Legacy and each Legacy Subsidiary MCBI shall permit BHLBBMBC, at BHLB’s its expense, to (i) cause a Phase I environmental assessment and any Phase II Environmental Site Assessment (“Phase II”) recommended therein to be performed at each MCBI Real Property at any physical location owned time prior to the Closing Date. BMBC and its environmental consultant shall conduct all environmental assessments pursuant to this Section at mutually agreeable times and so as to eliminate or occupied minimize to the greatest extent possible interference with MCBI’s operation of its business, and BMBC shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted hereunder. BMBC shall be required to restore each MCBI Real Property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II and any restoration and clean up, shall be borne solely by Legacy BMBC. BMBC hereby agrees to indemnify, defend and hold MCBI harmless from and against any cost, expense, charge, lien, action or judgment, as well as any claim of a right to any such cost, expense, charge, lien, action or judgment arising from any act or omission of BMBC, BMBC’s agents or contractors, or any Legacy Subsidiary services, labor, supplies or materials provided or performed by surveyors, engineers, architects and (ii) cause an appraisal others hired by BMBC to be performed in respect make the inspections and tests, and from and against any personal injury and property damage caused by the act or neglect of any real property owned by Legacy BMBC or any Legacy Subsidiaryof its agents, or independent contractors in connection with any Phase I or Phase II.

Access to Properties and Records. Subject to Section 12.1, Legacy MFI shall permit BHLB Brookline Bancorp reasonable access upon reasonable notice and at reasonable times to its properties and those of the Legacy MFI Subsidiaries, and shall disclose and make available to BHLB Brookline Bancorp during normal business hours all of its books books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings ' (other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter that Legacy MFI reasonably determines should be kept treated as confidential)) and stockholders' meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB Brookline Bancorp may have a reasonable interest; provided, however, that Legacy MFI shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s MFI's reasonable judgment, would interfere with the normal conduct of Legacy’s MFI's business or would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity person or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable law. Legacy MFI shall provide and shall request its auditors to provide BHLB Brookline Bancorp with such historical financial information regarding it (and related audit reports and consents) as BHLB Brookline Bancorp may reasonably request for Securities Law disclosure purposes. BHLB Brookline Bancorp shall use commercially reasonable efforts to minimize any interference with Legacy’s MFI's regular business operations during any such access to Legacy’s MFI's property, books and records. Legacy MFI and each Legacy MFI Subsidiary shall permit BHLBBrookline Bancorp, at BHLB’s Brookline Bancorp's expense, to (i) cause a Phase "phase I environmental assessment audit" and a "phase II environmental audit" to be performed at any physical location owned or or, to the extent permitted under the applicable lease agreement, occupied by Legacy MFI or any Legacy Subsidiary and (ii) cause an appraisal to be performed in respect of any real property owned by Legacy or any Legacy MFI Subsidiary.

Access to Properties and Records. Subject In order to facilitate the consummation of the Merger, the Holding Company Merger and the Bank Merger and the integration of the business and operations of the parties, subject to Section 12.112.1 hereof and subject to applicable laws relating to exchange of information, Legacy shall CMS Bancorp will permit BHLB access ▇▇▇▇▇▇ and its officers, employees, counsel, accountants and other authorized representatives, access, upon reasonable notice and at reasonable times notice, to its personnel and properties and those of the Legacy CMS Bancorp Subsidiaries, and shall disclose and make available to BHLB ▇▇▇▇▇▇ during normal business hours throughout the period prior to the Effective Time of the Merger all of its books the books, papers and records of CMS Bancorp or any of the CMS Bancorp Subsidiaries relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings (other than minutes that discuss any of the transactions contemplated by this Agreement, the Holding Company Merger Agreement, the Bank Merger Agreement or any other subject matter that Legacy reasonably determines should be kept confidential)strategic alternatives) and shareholders’ meetings, organizational documents, bylawsBylaws, material contracts and agreements, filings with any regulatory authority, litigation files, plans affecting employees, and any other business activities or prospects in which BHLB ▇▇▇▇▇▇ may have a reasonable interest; provided, however, that Legacy CMS Bancorp shall not be required to take any action that would provide access to or to disclose information where such access or disclosure, in Legacy’s reasonable judgment, would interfere with the normal conduct of Legacy’s business or disclosure would violate or prejudice the rights or business interests or confidences of any customer or other Person or entity or would result in the waiver by it of the privilege protecting communications between it and any of its counsel or contravene any applicable lawperson. Legacy CMS Bancorp shall provide and shall request its auditors to provide BHLB ▇▇▇▇▇▇ with such historical financial information regarding it CMS Bancorp and any of the CMS Bancorp Subsidiaries (and related audit reports and consents) as BHLB ▇▇▇▇▇▇ may reasonably request for Securities Law disclosure purposesrequest. BHLB ▇▇▇▇▇▇ shall use commercially reasonable efforts to minimize any interference with LegacyCMS Bancorp’s and any of the CMS Bancorp Subsidiaries’ regular business operations during any such access to LegacyCMS Bancorp’s or the CMS Bancorp Subsidiaries’ personnel, property, books and or records. Legacy CMS Bancorp and each Legacy Subsidiary any of the CMS Bancorp Subsidiaries shall permit BHLB▇▇▇▇▇▇, at BHLB’s ▇▇▇▇▇▇’▇ expense, to (i) cause a so-called “Phase I environmental assessment Environmental Site Assessments” and/or “Phase II Environmental Site Assessments” to be performed at any physical location owned or occupied operated by Legacy CMS Bancorp or any Legacy Subsidiary and (ii) cause an appraisal of the CMS Bancorp Subsidiaries and, to be performed in respect of any real property owned by Legacy the extent CMS Bancorp or any Legacy Subsidiaryof the CMS Bancorp Subsidiaries has the contractual right to do so, at any Loan Property or Participation Facility.