Common use of Information Prior to Closing Clause in Contracts

Information Prior to Closing. (a) Between the date hereof and the Closing Date, the Company shall, and the Company and Sellers shall cause the Company Subsidiaries to, make its management reasonably available to Buyers and their representatives and provide Buyers and their accountants, employees, attorneys and other representatives reasonable access to, and permit such Persons to review, during normal business hours and upon prior request directed to the Company’s Chief Operating Officer, its respective properties, books, Contracts, accounts, records and files, including Mortgage Loan Files, and shall provide such other information to Buyers and their representatives as they may reasonably request, including such availability and access reasonably necessary to assist Buyer with integration and transition planning in connection with the Transaction and not inconsistent with or violative of Applicable Law. Such access shall include providing, as reasonably requested by the Buyers, information maintained by the Company or any Company Subsidiary relating to the matters covered by Sections 2.17 and 2.18. (b) Between the date hereof and the Closing Date, the Company shall provide on a monthly basis (i) monthly financial statements of the Company and the Company Subsidiaries, in such form as is regularly prepared by the Company or the Company Subsidiaries, including statements of operations and balance sheets, (ii) monthly management reports of the Company and the Company Subsidiaries in such form as is regularly prepared by the Company or the Company Subsidiaries, including comprehensive loan origination information and pricing. (c) Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries to, at the Company’s sole cost and expense (which cost and expense shall not exceed $500,000), cooperate with and assist Buyers in their efforts to (i) cause the Company to comply from and after Closing with the Laws affecting public companies in the United States, including implementing financial and accounting controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) implement the recommendations for improving the operations of the Company set forth in the memorandum attached as Exhibit I. Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries to, identify a chief general counsel and senior financial officer of the Company or Company Subsidiaries acceptable to the Buyers. In furtherance (and not in limitation) of the foregoing, between the date hereof and the Closing Date, the Company shall, and Company and Sellers shall cause the Company Subsidiaries to, permit representatives of Buyers to meet with officers of the Company and its Company Subsidiaries responsible for the Financial Statements and the Internal Controls to discuss such matters as Buyers may deem reasonably necessary or appropriate for them to be able to satisfy applicable obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act immediately following the Closing.

Information Prior to Closing. (a) Between Subject to the provisions of Section 5.6 and Applicable Law and the confidentiality obligations set forth in the Confidentiality Agreement, between the date hereof and the earlier of the Closing DateDate and the termination of this Agreement in accordance with its terms, the Company MLIM Parent shall, and the Company and Sellers shall cause the Company Subsidiaries MLIM Controlled Affiliates to, make and BlackRock shall, and shall cause the BlackRock Controlled Affiliates to, instruct their respective management personnel to reasonably cooperate with the other party and its management reasonably available to Buyers and their representatives during normal business hours and provide Buyers the other party and their its accountants, employees, attorneys and other representatives acting on behalf of the other party with reasonable access during normal business hours to, and permit such Persons to review, during normal business hours and upon prior request directed to the Company’s Chief Operating Officer, its their respective properties, books, Contracts, accounts, records accounts and files, including Mortgage Loan Filesrecords, and shall provide such other information to Buyers the other party and their its representatives as they may reasonably request, including ; provided that any such availability access and access reasonably necessary review shall be granted and conducted in such manner as not to assist Buyer with integration and transition planning in connection interfere unreasonably with the Transaction conduct of the business of the MLIM Companies, or BlackRock and not inconsistent with or violative of Applicable Law. Such access shall include providingthe BlackRock Companies, as reasonably requested by the Buyers, information maintained by the Company or any Company Subsidiary relating to the matters covered by Sections 2.17 and 2.18applicable. (b) Between the date hereof and the earlier of the Closing DateDate and the termination of this Agreement in accordance with its terms, the Company each of MLIM Parent and BlackRock shall provide the other party on a monthly basis (i) promptly as they become available copies of all regularly prepared monthly financial statements and reports of the Company and the Company SubsidiariesMLIM Business or BlackRock, in such form as is regularly prepared by the Company or the Company Subsidiariesappropriate, including statements of operations and balance sheets, (ii) monthly management reports of the Company and the Company Subsidiaries in such form as is regularly prepared by the Company or the Company Subsidiaries, including comprehensive loan origination information and pricing. (c) Promptly after Between the date hereofhereof and until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, the Company MLIM Parent shall, and shall use its commercially reasonable efforts to cause the Company Subsidiaries MLIM Controlled Affiliates to, at the Company’s sole cost and expense (which cost and expense shall not exceed $500,000), cooperate with and assist Buyers BlackRock in their its efforts to (i) cause the Company to comply from and after Closing with the Laws affecting public companies in the United States, including implementing financial and accounting controls required by the Sarbanes-Oxley Act, to the extent that such compliance involves the M▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) implement the recommendations for improving the operations of the Company set forth in the memorandum attached as Exhibit I. Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries to, identify a chief general counsel and senior financial officer of the Company or Company Subsidiaries acceptable to the Buyers. In furtherance (and not in limitation) of the foregoing, between the date hereof of this Agreement and the Closing Date, the Company MLIM Parent shall, and Company and Sellers shall use its commercially reasonable efforts to cause the Company Subsidiaries MLIM Controlled Affiliates to, permit representatives of Buyers BlackRock acting on behalf of BlackRock to meet with officers of the Company and its Company Subsidiaries MLIM Companies responsible for the Financial Statements and the Internal Controls to discuss such matters as Buyers may deem reasonably necessary or appropriate for them BlackRock to be able to satisfy applicable obligations under the ▇▇▇▇▇▇▇▇Sarbanes-▇▇▇▇▇ Oxley Act immediately following the Closing.

Information Prior to Closing. (a) Between Subject to the provisions of Section 5.6 and the confidentiality obligations of Buyer Parent set forth in the Confidentiality Agreement, between the date hereof and the Closing Date, Seller and the Company shall, and the Company and Sellers Seller shall cause the Company Subsidiaries Controlled Affiliates to, make its instruct their respective management personnel to reasonably available to cooperate with Buyers and their representatives during normal business hours and provide Buyers and their accountants, employees, attorneys and other representatives acting on behalf of Buyers with reasonable access during normal business hours to, and permit such Persons to review, during normal business hours and upon prior request directed to the Company’s Chief Operating Officer, its their respective properties, books, Contracts, accountsaccounts and records (including all studies, records Phase I assessments, analyses and filestest results, including Mortgage Loan Filesin the possession, custody or control of or otherwise known to the Company, the Controlled Affiliates or Seller or its Affiliates relating to the environmental conditions on, under or about any real property now or previously owned or operated by the Company or any Controlled Affiliate and any Managed Real Property), and shall provide such other information to Buyers and their representatives as they may reasonably request, including ; provided that any such availability access and access reasonably necessary review shall be granted and conducted in such manner as not to assist Buyer with integration and transition planning in connection interfere unreasonably with the Transaction and not inconsistent with or violative conduct of Applicable Law. Such access shall include providingthe business of the Seller, as reasonably requested by the Buyers, information maintained by the Company or any Company Subsidiary relating to the matters covered by Sections 2.17 and 2.18Controlled Affiliates. (b) Between the date hereof and the Closing Date, the Company shall provide on a monthly basis promptly as they become available (i) copies of all regularly prepared monthly financial statements of the Company and the Company Subsidiaries, in such form as is regularly prepared by the Company or the Company Subsidiaries, including statements of operations and balance sheets, (ii) monthly management reports of the Company and any Controlled Affiliates, and (ii) without duplication of the Company Subsidiaries in such form Price Adjustment Schedule required by Section 5.14, the Price Adjustment Schedule prepared as is regularly prepared by of the Company or last Business Day of each month ending after the Company Subsidiaries, including comprehensive loan origination information date hereof and pricingprior to the Closing. (c) Promptly after Between the date hereofhereof and the Closing Date, Seller and the Company shall, and the Company and Seller shall use their respective reasonable best efforts to cause the Company Subsidiaries Controlled Affiliates to, at the Company’s sole cost and expense (which cost and expense shall not exceed $500,000), cooperate with and assist Buyers in their efforts to (i) cause the Company to comply from and after Closing with the Laws affecting public companies in the United States, including implementing financial and accounting controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) implement to the recommendations for improving the operations of the Company set forth in the memorandum attached as Exhibit I. Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries to, identify a chief general counsel and senior financial officer of extent that such compliance involves the Company or Company Subsidiaries acceptable to the Buyersany Controlled Affiliates. In furtherance (and not in limitation) of the foregoing, between the date hereof of this Agreement and the Closing Date, the Company shall, and Company and Sellers Seller shall use their respective reasonable best efforts to cause the Company Subsidiaries Controlled Affiliates to, permit representatives of Buyers acting on behalf of Buyers to meet with officers of the Company and its Company Subsidiaries Controlled Affiliates responsible for the Financial Statements and the Internal Controls to discuss such matters as Buyers may deem reasonably necessary or appropriate for them to be able to satisfy applicable obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act immediately following the Closing.

Information Prior to Closing. (a) Between Subject to the provisions of Section 5.6 and Applicable Law and the confidentiality obligations set forth in the Confidentiality Agreement, between the date hereof and the earlier of the Closing DateDate and the termination of this Agreement in accordance with its terms, the Company MLIM Parent shall, and the Company and Sellers shall cause the Company Subsidiaries MLIM Controlled Affiliates to, make and BlackRock shall, and shall cause the BlackRock Controlled Affiliates to, instruct their respective management personnel to reasonably cooperate with the other party and its management reasonably available to Buyers and their representatives during normal business hours and provide Buyers the other party and their its accountants, employees, attorneys and other representatives acting on behalf of the other party with reasonable access during normal business hours to, and permit such Persons to review, during normal business hours and upon prior request directed to the Company’s Chief Operating Officer, its their respective properties, books, Contracts, accounts, records accounts and files, including Mortgage Loan Filesrecords, and shall provide such other information to Buyers the other party and their its representatives as they may reasonably request, including ; provided that any such availability access and access reasonably necessary review shall be granted and conducted in such manner as not to assist Buyer with integration and transition planning in connection interfere unreasonably with the Transaction conduct of the business of the MLIM Companies, or BlackRock and not inconsistent with or violative of Applicable Law. Such access shall include providingthe BlackRock Companies, as reasonably requested by the Buyers, information maintained by the Company or any Company Subsidiary relating to the matters covered by Sections 2.17 and 2.18applicable. (b) Between the date hereof and the earlier of the Closing DateDate and the termination of this Agreement in accordance with its terms, the Company each of MLIM Parent and BlackRock shall provide the other party on a monthly basis (i) promptly as they become available copies of all regularly prepared monthly financial statements state- ments and reports of the Company and the Company SubsidiariesMLIM Business or BlackRock, in such form as is regularly prepared by the Company or the Company Subsidiariesappropriate, including statements of operations and balance sheets, (ii) monthly management reports of the Company and the Company Subsidiaries in such form as is regularly prepared by the Company or the Company Subsidiaries, including comprehensive loan origination information and pricing. (c) Promptly after Between the date hereofhereof and until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, the Company MLIM Parent shall, and shall use its commercially reasonable efforts to cause the Company Subsidiaries MLIM Controlled Affiliates to, at the Company’s sole cost and expense (which cost and expense shall not exceed $500,000), cooperate with and assist Buyers BlackRock in their its efforts to (i) cause the Company to comply from and after Closing with the Laws affecting public companies in the United States, including implementing financial and accounting controls required by the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) implement the recommendations for improving the operations of the Company set forth in the memorandum attached as Exhibit I. Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries to, identify a chief general counsel and senior financial officer of the Company or Company Subsidiaries acceptable to the Buyersextent that such compliance involves the MLIM Companies. In furtherance (and not in limitation) of the foregoing, between the date hereof of this Agreement and the Closing Date, the Company MLIM Parent shall, and Company and Sellers shall use its commercially reasonable efforts to cause the Company Subsidiaries MLIM Controlled Affiliates to, permit representatives of Buyers BlackRock acting on behalf of BlackRock to meet with officers of the Company and its Company Subsidiaries MLIM Companies responsible for the Financial Statements and the Internal Controls to discuss such matters as Buyers may deem reasonably necessary or appropriate for them BlackRock to be able to satisfy applicable obligations under the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act immediately following the Closing.

Information Prior to Closing. (a) Between Subject to Applicable Law and the Confidentiality Agreement, between the date hereof and the Closing Date, the Company shall, and the Company and Sellers shall cause the Company Subsidiaries to, use reasonable best efforts to make its their management and other employees reasonably available to Buyers Buyer and their its representatives during normal business hours and upon reasonable advance notice and provide Buyers Buyer and their its accountants, employees, attorneys and other representatives reasonable access during normal business hours and upon reasonable advance notice to, and permit such Persons to review, during normal business hours and upon prior request directed to the Company’s Chief Operating Officer, its their respective properties, books, Contracts, accounts, records accounts and files, including Mortgage Loan Filesrecords, and shall provide such other information to Buyers Buyer and their its representatives as they may reasonably request. Subject to Applicable Law, including the Company shall, and shall cause the Company Subsidiaries to, furnish promptly to Buyer a copy of each material report, notice, schedule, registration statement and other material document filed with or received by a Governmental Authority. Any investigation pursuant to this Section 6.2 (Information Prior to Closing) shall be conducted in such availability and access reasonably necessary manner as not to assist Buyer with integration and transition planning in connection interfere unreasonably with the Transaction and not inconsistent with conduct of the Business. No information or violative of Applicable Law. Such access knowledge obtained by Buyer in any investigation pursuant to this Section 6.2 (Information Prior to Closing) shall include providing, as reasonably requested affect or be deemed to modify any representation or warranty made by the BuyersCompany or the Sellers hereunder. Nothing contained in this Section 6.2 (Information Prior to Closing) shall, information maintained prior to the Closing, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney client or similar privilege or trade secret protection held by the Company or any Company Subsidiary relating Subsidiary; provided, however, that the Company shall use reasonable best efforts to the matters covered by Sections 2.17 and 2.18accommodate any request from Buyer for access or information pursuant to this Section 6.2 (Information Prior to Closing) in a manner that does not result in such a waiver. (b) Between the date hereof and the Closing Date, within fifteen (15) Business Days after the end of each calendar month or as soon as reasonably practicable thereafter, the Company shall provide provide, in accordance with Applicable Law, on a monthly basis (i) historical monthly unaudited financial statements of the Company and the Company Subsidiaries, in such form as is regularly prepared by the Company or the Company Subsidiaries, including statements of operations and balance sheets, (ii) monthly management reports of the Company and the Company Subsidiaries in such form as is regularly prepared by the Company or the Company Subsidiaries, including comprehensive loan origination information and pricing. (c) Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries to, at the Company’s sole cost and expense (which cost and expense shall not exceed $500,000), cooperate with and assist Buyers in their efforts to (i) cause the Company to comply from and after Closing with the Laws affecting public companies in the United States, including implementing financial and accounting controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) implement the recommendations for improving the operations of the Company set forth in the memorandum attached as Exhibit I. Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries to, identify a chief general counsel and senior financial officer of the Company or Company Subsidiaries acceptable to the Buyers. In furtherance (and not in limitation) of the foregoing, between the date hereof and the Closing Date, the Company shall, and Company and Sellers shall cause the Company Subsidiaries to, permit representatives of Buyers to meet with officers of the Company and its Company Subsidiaries responsible for the Financial Statements and the Internal Controls to discuss such matters as Buyers may deem reasonably necessary or appropriate for them to be able to satisfy applicable obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act immediately following the Closing.