Common use of Access and Information Clause in Contracts

Access and Information. (a) Upon reasonable notice, MSB shall (and shall cause MSB’s Subsidiaries to) afford MCBF and its representatives (including, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants and other professionals retained by MCBF) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB CNB Financial shall (and shall cause MSB’s its Subsidiaries to) afford MCBF United Financial Bancorp and its representatives (including, without limitation, directors, officers and employees of MCBF United Financial Bancorp and its affiliates and counsel, accountants and other professionals retained by MCBFit) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable noticebe requested; provided, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (includinghowever, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No that no investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party CNB Financial in this Agreement. (b) From the date hereof until the Effective Time, MSB CNB Financial shall, and shall cause MSBCNB Financial’s Subsidiaries to, promptly provide MCBF United Financial Bancorp with (i) a copy of each report, schedule, registration statement and other document report filed with federal or received by it pursuant to the requirements of the Securities Act or the Exchange Actstate banking regulators, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iviii) a copy of each press release made available to the public and (viv) all other information concerning its business, properties and personnel as MCBF United Financial Bancorp may reasonably requestrequest and United Financial Bancorp shall, and shall cause United Financial Bancorp’s Subsidiaries to, promptly provide CNB Financial with a copy of each periodic report filed with the SEC and call reports filed with federal or state bank regulators. Notwithstanding the foregoing, neither MSB CNB Financial nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it United Financial Bancorp will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it United Financial Bancorp will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it United Financial Bancorp or an affiliate of itUnited Financial Bancorp, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it United Financial Bancorp or an affiliate of it United Financial Bancorp from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party CNB Financial or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF United Financial Bancorp and MSB CNB Financial shall meet on a regular basis to discuss and plan for the conversion of MSBCNB Financial’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF United Financial Bancorp and its Subsidiaries with the goal of conducting such conversion simultaneously with as soon as is practicable following the consummation of the Bank Merger. In connection therewith, the parties hereto shall cooperate with each other and use their reasonable best efforts to provide customers with any communications and/or notices that are necessary or advisable. (e) CNB Financial shall give notice, and shall cause Commonwealth National Bank to give notice, to a designee of United Financial Bancorp, and shall invite such person to attend all regular and special meetings of the Board of Directors of CNB Financial and Commonwealth National Bank, and all meetings of Board committees and all regular and special meetings of any senior management committee (including but not limited to the executive committee and the loan and discount committee of Commonwealth National Bank) of CNB Financial or Commonwealth National Bank. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed (i) matters involving this Agreement, (ii) information or material that CNB Financial or Commonwealth National Bank is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of CNB Financial or Commonwealth National Bank, or (iii) pending or threatened litigation or investigations if, on the advice of counsel to CNB Financial, the presence of such designees would or might adversely affect the confidential nature of or any privilege relating to the matters being discussed.

Access and Information. From the date the transaction is disclosed to the Employees (aor, if earlier, the date five (5) Upon days after execution of this Agreement) up to the applicable Closing Date, the Seller shall, on reasonable notice and subject to applicable Law, attorney privilege rights and competitively sensitive information regarding Contracts which are not Assumed Contracts, (i) give the Purchaser and its accountants, counsel, consultants, employees and agents, access for inspection for reasonable periods of time during normal business hours to all documents, records and information relating to the extent applicable to the Operations, the Transferring Employees (other than the employee data that is an Excluded Asset under Section 2.1(2)(g)) currently employed in the Operations conducted by such Designated Seller, and the Facility/ Design Assets as the Purchaser shall reasonably request, and (ii) give the Purchaser and its employees reasonable access to employees of the Seller or the Designated Seller involved in the transition of the Operations from the Seller and the Designated Seller to the Purchaser and the Designated Purchaser. In addition, the Seller shall, on reasonable notice, MSB shall (and shall cause MSB’s Subsidiaries to) afford MCBF permit the Purchaser and its representatives (includingaccountants, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants consultants, employees and other professionals retained by MCBF) such agents reasonable access during normal business hours throughout the period prior to the Effective Time Facility/ Design Assets for the purpose of conducting such inspections and performing such investigations as the Purchaser may reasonably require to satisfy itself as to the bookscondition, quality, quantity and state of repair of the Facility/ Design Assets as the Purchaser may reasonably request in its review of the properties, assets and business affairs of the Operations and the above-mentioned documents, records (includingand information. All information that is made available, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and disclosed or provided to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB the Purchaser and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior shall be subject to the Effective Time to terms of the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably requestConfidentiality Agreement. No investigation by The Purchaser shall conduct any party inquiries pursuant to this Section 5.3 shall affect or be deemed in such a manner so as not to modify any representation or warranty made by unreasonably interfere with the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements normal operations of the Securities Act Operations or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably requestSeller. Notwithstanding the foregoing, neither MSB nor its Subsidiaries All requests for access shall be required directed to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers▇▇▇▇▇▇ ▇▇▇▇▇▇, jeopardize the attorney-client privilege of the entity in possession or control of such informationNortel Networks Limited, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyhis delegates. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB shall (and shall cause MSB’s Subsidiaries to) afford MCBF and its representatives (including, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants and other professionals retained by MCBF) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof of this Agreement until the Effective Timeearlier of the Closing Date or termination of this Agreement in accordance with its terms, MSB shallsubject to the terms of this Section 6.1 and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller Parent in its reasonable discretion in the case of clause (i) below or by Buyer Ultimate Parent in its reasonable discretion in the case of clause (ii) below), (i) Seller Parent shall and shall cause MSB’s Subsidiaries toits Affiliates and Representatives to (A) afford Buyer Ultimate Parent and its Representatives reasonable access, promptly provide MCBF with (i) a copy of each reportduring regular business hours and upon reasonable advance notice, schedule, registration statement and other document filed or received by it pursuant to the requirements Employees, the Books and Records, the Contracts, the assets and properties of the Securities Act or Transferred Entities and the Exchange Actemployees and Representatives of Seller Parent and Seller who have knowledge relating directly to the PCB Business, (ii) a copy of in each report filed case, in order that Buyer Ultimate Parent and its Representatives shall have the reasonable opportunity to make such investigation as Buyer Ultimate Parent and its Representatives shall reasonably require in connection with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials any matters relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public Transferred Entities and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject , (B) furnish, or cause to be furnished, to Buyer Ultimate Parent and its Representatives any financial and operating data and other information that is reasonably available to Seller Parent, Seller and their Representatives with respect to the Transferred Entities or the PCB Business as Buyer Ultimate Parent and its Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller Parent, Seller and their Affiliates who have knowledge relating directly to the PCB Business to cooperate reasonably with Buyer Ultimate Parent and its Representatives in their investigation of the PCB Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer Ultimate Parent in connection with any approvals, applications, waivers, consents or any other request for information or requirements of applicable lawany Government Entity to be made, each of MCBF and MSB agrees that it will keep confidentialfiled or obtained by the Buyer Parties, and will (ii) Buyer Ultimate Parent shall and shall cause its representatives Affiliates and Representatives to keep confidential(A) afford Seller Parent and its Representatives reasonable access, all during regular business hours and upon reasonable advance notice, to the Buyer Employees, the Buyer Books and Records, the Contracts, the assets and properties of the Buyer Ultimate Parent and its Controlled Affiliates and the employees and Representatives of the Buyer Ultimate Parent and its Controlled Affiliates who have knowledge relating directly to its business, in each case, in connection with such investigation as Seller Parent and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller Parent and its Representatives any financial and operating data and other information that is reasonably available to Buyer Ultimate Parent and documents its Controlled Affiliates and their Representatives with respect to Buyer Ultimate Parent and its Controlled Affiliates as Seller Parent and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer Ultimate Parent and its Controlled Affiliates who have knowledge relating to Buyer Ultimate Parent and its Controlled Affiliates to cooperate reasonably with Seller Parent and its Representatives in their investigation of Buyer Ultimate Parent and its Controlled Affiliates and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller Parent in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by the Seller Parties; provided, however, that any such access to information shall be conducted at the expense of the requesting Party (such cost not to include manager time incurred by the Providing Party of its Affiliates), at a reasonable time, under the supervision of the Providing Party or its Representatives and not to interfere with the normal operations of the business of the Providing Party or its Affiliates; provided, further, that in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, information or cooperation pursuant to this Section 5.3 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of attorney-client privilege, (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including using commercially reasonable efforts to seek to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality or (C) cause competitive harm to the Providing Party or its Affiliates if the transactions contemplated by this Agreement are not consummated, or (z) based on the advice of counsel to the party that is providing access, is prohibited by applicable Law; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller Parent or Buyer Ultimate Parent, as the case may be, or such Person or Persons as may be designated by Seller Parent or Buyer Ultimate Parent, as the case may be. (b) Following the Closing Date, to the extent permitted by applicable Law, Buyer Ultimate Parent agrees to provide (or cause its Subsidiaries and Representatives to provide) Seller Parent and its Representatives with reasonable access, during regular business hours and upon reasonable advance notice, to the Books and Records and any other documents that any Buyer Party acquires pursuant to this Agreement and to the Buyer Parties’ employees and Representatives, in each case, to the extent that any such Books and Records are related to any Transferred Entity or the PCB Business during the period prior to the Closing Date and otherwise necessary or expedient for Seller Parent or its Representatives to comply with the terms of this Agreement, any applicable Law or any request of a Government Entity; provided, however, that any such access and review shall be granted and conducted in such manner as not to interfere unreasonably with the conduct of the business of the Buyer Parties or any of their Affiliates; provided, further, that in no event shall Seller Parent or its Representatives have access to any information if allowing that access (x) based on advice of counsel of Buyer Ultimate Parent, information or cooperation pursuant to this Section 6.1(b), would reasonably be expected to result in the loss of attorney-client privilege, (y) would in the reasonable judgment of Buyer Ultimate Parent violate any obligation of any of the Buyer Parties with respect to confidentiality so long as such Buyer Party 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 (and Buyer Ultimate Parent shall not after the date hereof enter into any such obligation or permit any of its Controlled Affiliates (including any Transferred Entities) to do so), or (z) based on the advice of counsel, is prohibited by applicable Law. Seller Parent shall bear any out-of-pocket costs incurred in connection with the provision of such access by Buyer Ultimate Parent following the Closing Date. In addition to the other obligations set forth herein, Buyer Ultimate Parent shall, and shall cause its Controlled Affiliates (including the Transferred Entities) and its Representatives to, retain and preserve all of the Books and Records and all other documents that any Buyer Party acquires pursuant to this Agreement in accordance with its customary retention policy and in any event for five years following Closing. (c) Buyer Ultimate Parent undertakes, for a period of five years from the Closing Date, to: (i) was already known keep in a safe place and with the same security measures that apply to it or an affiliate Buyer Ultimate Parent’s own secure documentation (which Buyer Ultimate Parent confirms are appropriate for a comparable business as carried on by Buyer Ultimate Parent) the Books and Records within its possession to ensure that they are maintained for a period of it, other than pursuant to a confidentiality agreement or other confidential relationship, five years after the Closing Date; (ii) becomes available upon written request from Seller Parent, Buyer Ultimate Parent will use commercially reasonable efforts, subject to it the capabilities of the Transferred Entities acquired on the Closing Date, to provide the document or an affiliate copy of it the document within a reasonable period of time following receipt of such written request; and (iii) give to Seller Parent a copy of any document included in the Books and Records within five Business Days from other sources not known by such party the receipt of a written request from Seller Parent. Seller Parent agrees, solely with respect to be bound by a confidentiality agreement or Buyer Ultimate Parent’s obligations under this Section 6.1(c) and without affecting any other obligation of secrecyBuyer Ultimate Parent in this Agreement, that it shall only request copies of Books and Records in connection with a (iiii) is disclosed with the prior written approval of the other party bona fide obligation to respond to a request from a competent, Government Entity to disclose Books and Records or (ivii) necessary or expedient to comply with applicable Law, or information included in such Books and Records, and undertakes, provided it is or becomes readily ascertainable from published information or trade sources. (d) From in Seller Parent’s reasonable opinion practicable and after permitted by Law, to provide evidence of such request in a form reasonably satisfactory to Buyer Ultimate Parent at the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan time the request for the conversion Books and Records is made (and, if it is not practicable or permitted, shall instead provide a certificate signed on behalf of MSBSeller Parent confirming that such request is in response to a bona fide regulatory, governmental, legal or judicial requirement). Without prejudice to Buyer Ultimate Parent’s obligation to maintain appropriate security measures pursuant to clause (i), nothing herein shall require Buyer Ultimate Parent to create, alter or modify any of its information technology systems in order to comply with this Section 6.1(c); it being understood that the foregoing shall not affect Buyer Ultimate Parent’s obligation to maintain Books and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank MergerRecords for five years.

Access and Information. (a) Upon Prior to the Effective Time, upon reasonable noticenotice and subject to applicable Laws relating to the confidentiality, MSB shall nondisclosure, and exchange of information, for the purpose of Company verifying the representations and warranties of Target, and compliance by Target with its covenants and agreements, set forth in this Agreement, and preparing for the Merger (including for purposes of integration planning), Target shall, and shall cause MSB’s its Subsidiaries to) , afford MCBF to the Company Parties and its their representatives (including, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants and other professionals retained by MCBF) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contractsrecords, properties, personnel assets, personnel, and to information technology systems of Target and its Subsidiaries, as well as such other information relating to MSB Target and MSB’s its Subsidiaries as MCBF the Company Parties may reasonably request. Upon Prior to the Effective Time, upon reasonable noticenotice and subject to applicable Laws relating to the confidentiality, MCBF shall (nondisclosure, and exchange of information, for the purpose of Target verifying the representations and warranties of Company, and compliance by Company with its covenants and agreements, set forth in this Agreement, Company shall, and shall cause Monarch Community Bank its Subsidiaries to) , afford MSB to Target and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF relating to Company and its Subsidiaries as MSB Target may reasonably request. (b) Any investigation by a Party or its representatives pursuant to this Section 7.3 shall be conducted in a manner that does not unreasonably interfere with the business or operations of the Person being investigated. No investigation by any party the Parties or their representatives pursuant to this Section 5.3 7.3 shall affect or be deemed to modify any representation of the representations, warranties, covenants, or warranty made by agreements of the other party Parties set forth in this Agreement. (b) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB Neither Company nor its Target nor their respective Subsidiaries shall be required to provide access to or to disclose information pursuant to this Section 7.3 where such access or disclosure relates to any party’s compliance with this Agreement or would violate or prejudice the rights of such entity’s customerscustomers of Company or Target or their respective Subsidiaries, as the case may be, jeopardize the attorney-client privilege of the entity party in possession or control of such informationinformation (after giving due consideration to the existence of any common interest, joint defense, or contravene similar agreement between the Parties), or conflict with any lawLaw, rulefiduciary duty, regulation, order, judgment, decree or binding agreement Contract entered into prior to the date of this Agreement. The parties hereto will Parties agree to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous immediately preceding sentence apply. (c) Each The Confidentiality Agreement, to the extent the same is not inconsistent with the terms of MCBF this Agreement, will remain in full force and MSB effect following the date of this Agreement, whether or not the Merger occurs, in accordance with its terms. Without limiting the foregoing, each Party agrees that it will notto, and will shall use commercially reasonable efforts to cause its representatives not respective agents, representatives, Affiliates, employees, officers, and directors to, use any treat and hold as confidential all information obtained provided or made available by or on behalf of the other Party or its Subsidiaries, or their respective employees, officers, directors, agents, or representatives, pursuant to this Section 5.3 for any purpose unrelated to the consummation of Agreement or in connection with the transactions contemplated by this Agreement. Subject thereby, and not disclose and refrain from using any such information except pursuant to the requirements terms of applicable lawthis Agreement or in connection with the transactions contemplated hereby; provided that these restrictions shall not apply to information that is, each of MCBF and MSB agrees that it will keep confidentialor subsequently becomes, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already generally available to and known to it or an affiliate of it, by the public other than pursuant to as a confidentiality agreement result of its disclosure by a Party or other confidential relationshipits agents, representatives, Affiliates, employees, officers, or directors in violation of the Confidentiality Agreement or this Agreement, or (ii) becomes available to it the receiving party or an affiliate of it its employees, officers, directors, agents, or representatives on a non-confidential basis from other sources a third-party source, provided that such source is not known by such the receiving party to be bound prohibited from disclosing such information to the receiving party or its employees, officers, directors, agents, or representatives by a confidentiality agreement any legal, fiduciary, contractual, or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sourcesobligation. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable noticeprior notice and subject to Applicable Law, MSB shall (each of the Company and Parent shall, and shall respectively cause MSB’s their respective Subsidiaries to) , afford MCBF to the other party and its representatives (includingfinancial advisors, without limitation, directors, officers and employees of MCBF and its affiliates and legal counsel, accountants and financing sources, accountant or other professionals retained by MCBFadvisor, agent or authorized representative (collectively, “Representatives”) such reasonable access during normal business hours and without undue disruption of normal business activity throughout the period prior to the Effective Time to the all of its books, records (including, without limitation, tax returns and work papers of independent auditors), contractsrecords, properties, premises and personnel and to and, during such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable noticeperiod, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB shallfurnish, and shall cause MSB’s Subsidiaries toto be furnished, as promptly provide MCBF with as reasonably practicable to the other party, (ia) a copy of each report, schedule, registration statement schedule and other document filed or received by it or any of its Subsidiaries pursuant to the requirements of the Securities Act federal securities laws or the Exchange Acta Governmental Entity, (ii) a copy of each report filed except, with a Government Regulatorrespect to examination reports, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public as may be restricted by Applicable Law and (vb) all other information concerning its businessas the other party reasonably may request; provided, properties that (i) the Company and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries Parent (and their respective Subsidiaries) shall not be required to provide access to or obligated to disclose more than ten (10) Business Days prior to the estimated Closing Date (A) any competitively sensitive information, (B) any information where such access that in the reasonable Judgment of the Company or disclosure relates to any party’s compliance with this Agreement or Parent, as the case may be, would violate result in the rights loss of such entity’s customers, jeopardize the attorney-client privilege with respect to such information or (C) any information that would result in a breach of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding an agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions Company or Parent (or any of the previous sentence apply. their respective Subsidiaries) is a party and (cii) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained no investigation pursuant to this Section 5.3 for 8.1 shall affect any purpose unrelated representations or warranties made herein or the conditions to the consummation obligations of the transactions contemplated by this Agreementrespective parties to consummate the Merger. Subject If either party intends to rely on Section 8.1(b)(i) to withhold information from the requirements of applicable lawother party, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of shall advise the other party or (iv) is or becomes readily ascertainable from published as to such intention and shall provide the other party with a sufficient summary of the withheld information or trade sources. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan in order for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems other party to those used by MCBF and its Subsidiaries with evaluate the goal of conducting such conversion simultaneously with the consummation basis of the Bank Mergernon-disclosure. Each party shall continue to abide by the terms of the Confidentiality Agreement between Parent and the Company, dated February 17, 2006, as amended (the “Confidentiality Agreement”).

Access and Information. (a) Upon reasonable notice, MSB each party shall (and shall cause MSB’s its Subsidiaries to) afford MCBF the other party and its representatives (including, without limitation, directors, officers and employees of MCBF such party and its affiliates and counsel, accountants and other professionals retained by MCBFit) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB it and MSB’s Subsidiaries its subsidiaries as MCBF the other party may reasonably request. Upon reasonable notice; provided, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (includinghowever, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No that no investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB First Valley Bancorp shall, and shall cause MSBFirst Valley Bancorp’s Subsidiaries to, promptly provide MCBF New England Bancshares with (i) a copy of each report, schedule, registration statement and other document report filed with federal or received by it pursuant to the requirements of the Securities Act or the Exchange Actstate banking regulators, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iviii) a copy of each press release made available to the public and (viv) all other information concerning its business, properties and personnel as MCBF New England Bancshares may reasonably request. Notwithstanding the foregoing, neither MSB First Valley Bancorp nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it New England Bancshares will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it New England Bancshares will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it New England Bancshares or an affiliate of itNew England Bancshares, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it New England Bancshares or an affiliate of it New England Bancshares from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of First Valley Bancorp or (iv) is or becomes readily ascertainable from published information or trade sources. First Valley Bancorp will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, First Valley Bancorp will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to First Valley Bancorp or an affiliate of First Valley Bancorp, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to First Valley Bancorp or an affiliate of First Valley Bancorp from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of New England Bancshares or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From First Valley Bancorp shall give notice, and after the date hereofshall cause Valley Bank to give notice, representatives to two (2) designees of MCBF New England Bancshares, and MSB shall meet on a invite such Persons to attend all regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation special meetings of the Board of Directors of First Valley Bancorp and Valley Bank Mergerand all regular and special meetings of any senior management committee (including but not limited to the executive committee and the loan and discount committee of Valley Bank) of First Valley Bancorp or Valley Bank. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed: (i) matters involving this Agreement; (ii) information or material that First Valley Bancorp or Valley Bank is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of First Valley Bancorp or Valley Bank; or (iii) pending or threatened litigation or investigations if, in the opinion of counsel to First Valley Bancorp, the presence of such designees would or might adversely affect the confidential nature of or any privilege relating to the matters being discussed. (e) New England Bancshares shall give notice, and shall cause Enfield Federal to give notice, to two (2) designees of First Valley Bancorp, and shall invite such Persons to attend all regular and special meetings of the Board of Directors of New England Bancshares and Enfield Federal and all regular and special meetings of any senior management committee (including but not limited to the executive committee and the loan and discount committee of Enfield Federal) of New England Bancshares or Enfield Federal. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed: (i) matters involving this Agreement; (ii) information or material that New England Bancshares or Enfield Federal is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of New England Bancshares of Enfield Federal; or (iii) pending or threatened litigation or investigations if, in the opinion of counsel to New England Bancshares, the presence of such designees would or might adversely affect the confidential nature of or any privilege relating to the matters being discussed.

Access and Information. (a) Upon reasonable noticeDuring the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 10.1 or the Closing (the “Interim Period”), MSB subject to Section 7.13, each of the Company, Pubco, First Merger Sub and Second Merger Sub shall (give, and shall cause MSB’s Subsidiaries to) afford MCBF its Representatives to give, Purchaser and its representatives (includingRepresentatives, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants and other professionals retained by MCBF) such at reasonable access times during normal business hours throughout the period prior and at reasonable intervals and upon reasonable advance notice, reasonable access to the Effective Time all offices and other facilities and to the books, records (including, without limitation, tax returns and work papers of independent auditors), contractsall employees, properties, personnel Contracts, agreements, commitments, books and to such records, financial and operating data and other information relating (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MSB the Target Companies, Pubco, First Merger Sub and MSB’s Subsidiaries Second Merger Sub as MCBF Purchaser or its Representatives may reasonably request. Upon reasonable noticerequest regarding the Target Companies, MCBF shall Pubco or Merger Sub and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and shall income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause Monarch Community Bank to) afford MSB each of the Representatives of the Company, Pubco, First Merger Sub and Second Merger Sub to reasonably cooperate with Purchaser and its representatives (includingRepresentatives in their investigation; provided, without limitationhowever, directors, officers and employees of MSB that Purchaser and its affiliates and counselRepresentatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect Pubco, First Merger Sub or be deemed to modify any representation or warranty made by the other party in this AgreementSecond Merger Sub. (b) From During the date hereof until the Effective TimeInterim Period, MSB shallsubject to Section 7.13, Purchaser shall give, and shall cause MSB’s Subsidiaries toits Representatives to give, promptly provide MCBF with the Company, Pubco, First Merger Sub or Second Merger Sub and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (i) including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Purchaser, as the Company, Pubco, First Merger Sub and Second Merger Sub or their respective Representatives may reasonably request regarding Purchaser and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule, registration statement schedule and other document filed with or received by it a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the Securities Act consent or any other conditions required by such accountants, if any) and cause each of Purchaser’s Representatives to reasonably cooperate with the Exchange ActCompany, (ii) Pubco, First Merger Sub, and Second Merger Sub and their respective Representatives in their investigation; provided, however, that the Company and its Representatives shall conduct any such activities in such a copy of each report filed manner as not to unreasonably interfere with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its the business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyPurchaser. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable noticeFrom the date hereof to the Effective Time, MSB shall (the Company shall, and shall cause MSB’s the Company Subsidiaries to) , afford MCBF to Acquiror and its representatives (includingofficers, without limitationemployees, directorsaccountants, officers and employees of MCBF and its affiliates and consultants, legal counsel, accountants financing sources and other professionals retained by MCBF) such representatives, upon reasonable prior notice, reasonable access during normal business hours throughout to (i) the period prior to management and key employees of the Effective Time to Company and Company Subsidiaries and (ii) all information concerning the booksbusiness, records (including, without limitation, tax returns and work papers of independent auditors)properties, contracts, properties, records and personnel of the Company and to such other information relating to MSB and MSB’s the Company Subsidiaries as MCBF Acquiror may reasonably request. Upon reasonable notice, MCBF shall (request to conduct such examination and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or business and business assets as is reasonably necessary for the Exchange Act, (ii) a copy purpose of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to consummating the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with transactions contemplated by this Agreement or would violate the rights (including any financing transactions of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior Acquiror with respect to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject ). (b) Following the Effective Time, for so long as such information is retained by the Acquiror or the Surviving Corporation (which shall be for a period of at least five (5) years), subject to non-disclosure obligations in confidentiality agreements, attorney client privilege and other similar privileges and disclosure restrictions imposed by Law, Acquiror shall permit Providence Equity Partners, Inc. and its Affiliates and representatives (collectively, the “PEP Parties”) to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Acquiror, to the requirements books, records and personnel relating to the business of applicable lawthe Company, each of MCBF and MSB agrees to the extent that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information access may be reasonably required in connection with (i) was already known to it the preparation of any Company Stockholder’s or an affiliate of it, other than pursuant to a confidentiality agreement Optionholder’s Tax returns or other confidential relationshipwith any audit thereof, (ii) becomes available any suit, claim, action, proceeding or investigation relating to it the operation of the business of the Company and the Company Subsidiaries prior to the Effective Time or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed any regulatory filing or matter, provided, that any such PEP Parties shall reimburse Acquiror or the Surviving Corporation promptly for all reasonable out-of-pocket costs and expenses incurred by Acquiror or the Surviving Corporation in connection with any such request. Acquiror and the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sourcesSurviving Corporation, as applicable, shall attempt in good faith to maintain such books and records in an easily accessible format and at accessible locations. (dc) From Following the Effective Time, Acquiror shall, and shall instruct its and the Surviving Corporation’s employees to, at any Company Stockholder’s or Optionholder’s reasonable request, cooperate with such Company Stockholder or Optionholder as may be reasonably required in connection with the investigation and defense of any suit, claim, action, proceeding or investigation relating to the business of the Company that is brought against such Company Stockholder or Optionholder or any of its Affiliates at any time after the date hereofEffective Time; provided, representatives of MCBF however, that such Company Stockholder or Optionholder shall reimburse Acquiror or the Surviving Corporation promptly for all reasonable out-of-pocket costs and MSB shall meet on a regular basis expenses incurred by Acquiror or the Surviving Corporation in connection with any such request and neither the Acquiror nor the Surviving Corporation will be required to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting take any such conversion simultaneously with the consummation of the Bank Mergeraction unless it has received reasonable assurance that such reimbursement will be paid.

Access and Information. (a) Upon reasonable noticeFrom the date hereof until the Closing, MSB shall (the Cabot Parties shall, and shall cause MSB’s Cabot and the Transferred Subsidiaries to, (i) afford MCBF Columbus and its representatives Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the senior management of Cabot Parent, Cabot and the Transferred Subsidiaries, (including, without limitation, directors, officers ii) furnish or cause to be furnished to Columbus any financial and employees of MCBF and its affiliates and counsel, accountants operating data and other professionals retained by MCBF) such reasonable access during normal business hours throughout information that is available with respect to Cabot and the period prior Cabot Business as Columbus from time to time reasonably requests, including billing records and internally generated subscriber, accounts receivable and other operational reports with respect to the Effective Time Cabot Business that are produced in the Ordinary Course, (iii) furnish or cause to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and be furnished to such other Columbus any information relating to MSB Cabot or the Transferred Subsidiaries and MSB’s Subsidiaries such other assistance as MCBF may is reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB necessary to satisfy the periodic reporting obligations of Columbus and its representatives Affiliates and (includingiv) instruct the senior management of Cabot Parent, without limitationCabot and the Transferred Subsidiaries, directors, officers and employees of MSB and its affiliates counsel and financial advisors, to reasonably cooperate with Columbus in connection with the foregoing; provided, that in no event shall Columbus have access to any information that (x) based on advice of Cabot Parent’s or Cabot’s counsel, accountants would violate applicable Laws, including Antitrust Laws, or would destroy any legal privilege, or (y) in Cabot Parent’s reasonable judgment, would (A) result in the disclosure of any trade secrets or other proprietary or confidential information of third parties or (B) violate any obligation of Cabot or any of its Affiliates with respect to confidentiality; provided, further, that in each case Cabot Parent, Cabot and other professionals retained by MSB) the Transferred Subsidiaries shall have used commercially reasonable efforts to make alternative arrangements to permit access to and the disclosure of such reasonable access during normal business hours throughout information. If any of the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party or material furnished pursuant to this Section 5.3 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall affect not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided under this Section 5.1 that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine. All information received pursuant to this Section 5.1(a) shall be deemed to modify any representation or warranty made governed by the terms of the Confidentiality Agreement and the Clean Team Agreement. Until the Closing Date, Columbus shall not, and shall cause its Representatives not to, contact or communicate with any Persons known by Columbus to be employees (other party than the senior management of Cabot Parent, Cabot and the Transferred Subsidiaries in accordance with this AgreementSection 5.1(a)), customers, vendors or programming providers of any of Cabot Parent, the Transferred Subsidiaries or the Cabot Business, or any other Persons having a business relationship with any of Cabot Parent, the Transferred Subsidiaries or the Cabot Business, in each case concerning the transactions contemplated hereby without the prior written consent of Cabot Parent. (b) From the date hereof until the Effective TimeClosing, MSB shall, Columbus shall provide to Cabot Parent the same monthly financial information package that Columbus provides to the Board of Directors of Columbus and shall cause MSB’s Subsidiaries toafford Cabot Parent and its Representatives reasonable access, promptly provide MCBF with (i) a copy of each reportduring regular business hours and upon reasonable advance notice, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management of Columbus and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applySubsidiaries. (c) Each For a period of MCBF seven years after the Closing Date or, if shorter, the applicable period specified in Columbus’s document retention policy, Columbus shall retain all Books and MSB agrees that it will notRecords, and will cause to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, grant to Cabot Parent and its representatives not toRepresentatives during regular business hours and subject to reasonable rules and regulations, use the right, (i) to inspect and copy the Books and Records to the extent they relate to periods prior to the Closing Date and (ii) to have personnel of Columbus and its Affiliates made available to them or to otherwise cooperate to the extent reasonably necessary, in each case in connection with (A) preparing and filing Tax Returns or any information obtained Tax inquiry, audit, investigation or dispute, (B) any investigation or any litigation, claim or proceeding by a third party against Cabot Parent or its Affiliates, (C) the administration of Excluded Liabilities or (D) as may be necessary for Cabot Parent and its Affiliates to perform their respective obligations pursuant to this Section 5.3 for Agreement or any purpose unrelated of the Ancillary Agreements. During the period from the date of this Agreement until the date that is seven years from the Closing Date, no Books and Records relating to periods prior to the consummation Closing Date shall be destroyed by Columbus without first advising Cabot Parent in writing and giving Cabot Parent a reasonable opportunity to inspect and copy such Books and Records in accordance with this Section 5.1(c). Following the Closing, to the extent permitted by Law and confidentiality obligations existing as of the transactions contemplated by this Agreement. Subject Closing Date, Columbus shall grant to Cabot Parent and its Representatives, during regular business hours and subject to reasonable rules and regulations, the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information right (i) was already known to it inspect and copy any books, ledgers, files, reports, databases, records, manuals and other documents in the possession of Columbus or an affiliate of it, other than pursuant its Affiliates pertaining to any Benefit Plan that is a confidentiality agreement or other confidential relationship, Pension Plan and (ii) becomes to have personnel of Columbus and its Affiliates made available to it them, or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecyotherwise cooperate to the extent reasonably necessary, (iii) is disclosed in connection with the prior written approval continuing administration of any Benefit Plan that is a Pension Plan or any Excluded Liability by Cabot Parent or its Affiliates after the Closing. Following the Closing, ▇▇▇▇▇▇▇▇ will use commercially reasonable efforts to facilitate notification to Cabot Parent of the other party or (iv) termination of any Cabot Business Employee who participates in a Benefit Plan that is or becomes readily ascertainable from published information or trade sourcesa Pension Plan. (d) From and At or as promptly as practicable after the date Closing, the Cabot Parties and their Subsidiaries shall deliver to Columbus all of the Books and Records to the extent not already held by a Transferred Subsidiary. For a period of seven years after the Closing Date, Cabot Parent shall, to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, grant to Columbus and its Representatives during regular business hours and subject to reasonable rules and regulations, the right to have personnel of Cabot Parent and its Affiliates made available to them or to otherwise cooperate to the extent reasonably necessary in connection with (i) preparing and filing Tax Returns or any Tax inquiry, audit, investigation or dispute, or (ii) any litigation or investigation arising from the operation of the Cabot Business prior to Closing by a third party against Columbus. For the avoidance of doubt, nothing in this Section 5.1(d) requires any Cabot Party to grant access to the Tax Returns of any Cabot Party or its Affiliates, except such portions of such Tax Returns for taxable periods (or portions thereof) ending on or before the Closing Date as relate exclusively to Cabot and the Transferred Subsidiaries and the Cabot Business and as reasonably necessary for Columbus to prepare and file any Tax Return or any Tax inquiry, audit, investigation or dispute. (e) Prior to the Closing, Columbus shall use all Subscriber Information that was obtained prior to the Closing from Cabot, its Subsidiaries or any Affiliate of any of the foregoing only in compliance with Sections 222 and 631 of the Communications Act and all other Laws governing the use, collection, disclosure and storage of such information. For purposes hereof, representatives of MCBF “Subscriber Information” means personally identifiable information or similar term pertaining to individuals, including names, telephone numbers, e-mail and MSB shall meet on a regular basis to discuss billing addresses, credit card numbers and plan for the conversion of MSB’s expiration dates and its Subsidiaries’ data processing bank account numbers, routing numbers and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Mergercustomer proprietary network information.

Access and Information. (a) Upon reasonable notice, MSB shall (and shall cause MSB’s Subsidiaries to) afford MCBF and its representatives (including, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants and other professionals retained by MCBF) such reasonable access during normal business hours throughout During the period prior to commencing on the Effective Time to Agreement Date and ending at the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Transfer Time, MSB Merck Serono shall, and shall cause MSB’s Subsidiaries its Affiliates to, promptly upon reasonable prior notice and at reasonable hours, afford BioMarin and its officers, employees, agents, attorneys, consultants, advisors and other representatives (collectively, “Representatives”), continued reasonable access to Merck Serono’s and its Affiliates’ employees to discuss the Products and access to the properties, Contracts, books and records (excluding Tax records and Tax Returns) of Merck Serono and its Affiliates, to the extent related to the Products, and during such period, shall use its commercially reasonable efforts to provide MCBF with to BioMarin such Contracts, information, books and records to the extent that they relate to the Products, as BioMarin may reasonably request, provided, that such access shall not unreasonably disrupt Merck Serono’s ordinary course operations. Notwithstanding anything to the contrary contained in this Agreement, Merck Serono shall not be required to disclose any information or provide any such access if such disclosure or access would[*] (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Actviolate Law, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights provisions of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or a binding agreement entered into prior to the date Agreement Date (including any confidentiality agreement to which Merck Serono is a party), provided, that Merck Serono shall use commercially reasonable efforts to obtain the consent of this Agreementany such Third Party to such disclosure, (iii) result in the waiver of any attorney/client privilege or other established legal privilege or (iv) disclose any trade secrets not included in the Transferred Intellectual Property. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which If any material is withheld by Merck Serono pursuant to the restrictions immediately preceding sentence, Merck Serono shall inform BioMarin as to the general nature of what is being withheld and the previous sentence applybasis for withholding such material. (cb) Each For a period of MCBF and MSB agrees that it will not[*] following the License Termination Date, Merck Serono shall, and will shall cause its representatives not Affiliates to, use permit BioMarin and its representatives to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Merck Serono or its Affiliates, as applicable, to the books and records of Merck Serono and its Affiliates to the extent relating to the Transferred Assets or the Products, and to the extent such access may reasonably be required: (i) in connection with the preparation of BioMarin’s accounting records, financial reporting or with any audits, (ii) in connection with the preparation of any BioMarin Tax Returns or with any BioMarin Tax audits, (iii) in connection with any Proceeding or investigation relating to the Transferred Assets or the Products, (iv) any inspection of BioMarin’s or its Affiliates’ facilities by a Governmental Body or (v) in connection with any required regulatory filing or reporting obligation or governmental inquiry relating to the Transferred Assets or the Products; provided, that BioMarin shall reimburse Merck Serono or its Affiliates, as applicable, for all reasonable and necessary out-of-pocket costs and expenses, as well as its internal personnel costs at the FTE Rate, in each case incurred by Merck Serono or its Affiliates in connection with any such request. Merck Serono may redact any information obtained that does not relate to the Transferred Assets or the Products, and any access of BioMarin or its representatives pursuant to this Section 5.3 for any purpose unrelated 6.01(b) shall be conducted in a manner as not to unreasonably interfere with the operation of Merck Serono or its Affiliates. In addition to the consummation foregoing, as reasonably requested by BioMarin during the period commencing on the Agreement Date and ending 75 days after the License Termination Date, in connection with BioMarin’s preparation of the transactions contemplated its pro forma financial statements required by this Agreement. Subject Form 8-K, Merck Serono shall provide BioMarin and its Affiliates reasonable assistance related to the requirements of applicable law, each of MCBF Transferred Assets and MSB agrees that it will keep confidential, and will cause its representatives Products as reasonably necessary for BioMarin to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless prepare such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sourcesfinancial statements. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB shall (VitalStream hereby covenants and shall cause MSB’s Subsidiaries to) afford MCBF agrees as to itself and its representatives (including, without limitation, directors, officers and employees of MCBF Subsidiaries as follows: VitalStream and its affiliates Subsidiaries will afford to Parent and counsel, accountants Merger Sub and other professionals retained by MCBF) such their respective representatives reasonable access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries' respective properties and shall use reasonable efforts to make its and its Subsidiaries' respective directors, management, other employees and authorized representatives (including counsel and independent public accountants) available to confer with Parent and Merger Sub and their respective authorized representatives (provided that Parent shall give the booksPresident of VitalStream reasonable notice) and, during such period, VitalStream will (i) make available all papers and records (including, without limitation, tax returns and work papers of independent auditors), contractsVitalStream relating to the assets, properties, personnel operations, obligations and liabilities of VitalStream and its Subsidiaries, including but not limited to, all books of account (including the general ledger), tax records and returns, minute books of directors', committees' and shareholders' meetings, organizational documents, by-laws, Material Contracts, filings with and communications from any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects as Parent may from time to such time reasonably request, and (ii) promptly furnish to Parent all other information relating to MSB concerning its or its Subsidiaries' business, properties and MSB’s Subsidiaries personnel as MCBF Parent may reasonably request. Upon reasonable noticeThroughout the period prior to the Effective Time, MCBF shall VitalStream will cause one or more of its designated representatives to be available to confer on a regular and frequent basis with representatives of Parent and to report the general status of the ongoing operations of VitalStream and its Subsidiaries. (b) Parent hereby covenants and shall cause Monarch Community Bank to) agrees as follows: Parent will afford MSB to VitalStream and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers all of MCBF its respective properties and Monarch Community Bank shall use reasonable efforts to make its respective directors, management, other employees and authorized representatives (including counsel and independent public accountants) available to such information regarding MCBF confer with VitalStream and its Subsidiaries authorized representatives (provided that VitalStream shall give the President of Parent reasonable notice) and, during such period, Parent will (a) make available all papers and records of Parent relating to the assets, properties, operations, obligations and liabilities of Parent, including but not limited to, all books of account (including the general ledger), tax records and returns, minute books of directors', committees' and shareholders' meetings, organizational documents, by-laws, Material Contracts, filings with and communications from any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects as MSB VitalStream may from time to time reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. , and (b) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant furnish to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) VitalStream all other information concerning its business, properties and personnel as MCBF VitalStream may reasonably request. Notwithstanding Throughout the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into period prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it will notEffective Time, and Parent will cause one or more of its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its designated representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes be available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF and MSB shall meet confer on a regular and frequent basis with representatives of VitalStream and to discuss and plan for report the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation general status of the Bank Mergerongoing operations of Parent.

Access and Information. (a) Upon reasonable notice, MSB shall (and shall cause MSB’s Subsidiaries to) afford MCBF and its representatives (including, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants and other professionals retained by MCBF) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective TimeClosing, MSB subject to reasonable rules, regulations and policies of the Company and any applicable Laws, Seller shall, and shall cause MSB’s BBHI Holdings, the Company and the Subsidiaries to, promptly provide MCBF with (i) a copy of each reportafford Acquiror and its Representatives reasonable access, scheduleduring regular business hours and upon reasonable advance notice, registration statement and other document filed or received by it pursuant to the requirements employees of the Securities Act or Company and the Exchange ActSubsidiaries, (ii) a copy of each report filed furnish or cause to be furnished to Acquiror any financial and operating data and other information that is available with a Government Regulatorrespect to the Company and the Business as Acquiror from time to time reasonably requests, including internally generated subscriber, accounts receivable and other operational reports with respect to the Business that are produced in the Ordinary Course, (iii) a copy of each periodic report furnish or cause to its senior management and all materials be furnished to Acquiror any information relating to the Company or the Subsidiaries and such other assistance as is reasonably necessary to satisfy the periodic reporting obligations of Acquiror and its business or operations furnished to its Board of Directors, Affiliates and (iv) instruct the employees of the Company and the Subsidiaries, and its counsel and financial advisors, to reasonably cooperate with Acquiror in connection with the foregoing; provided that in no event shall Acquiror have access to any information that (x) based on advice of Seller's counsel, would violate applicable Laws, including U.S. Antitrust Laws, or would destroy any legal privilege, or (y) in Seller's reasonable judgment, would (A) result in the disclosure of any trade secrets or other proprietary or confidential information of third parties or (B) violate any obligation of BBHI Holdings, the Company, the Subsidiaries or any Affiliate of any of the foregoing with respect to confidentiality; provided that in each case Seller, BBHI Holdings, the Company and the Subsidiaries shall have used commercially reasonable efforts to permit the disclosure of such information; it being understood that Acquiror shall reimburse Seller promptly for out-of-pocket reasonable expenses of Seller, BBHI Holdings, the Company, the Subsidiaries or any of their Affiliates incurred in complying with any such request by or on behalf of Acquiror. All information received pursuant to this Section 5.1(a) shall be governed by the terms of the Confidentiality Agreement. (b) For a period of seven years after the Closing Date or, if shorter, the applicable period specified in Acquiror's document retention policy, Acquiror shall retain all Books and Records in existence on the Closing Date, and to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, to grant to Seller and its Representatives during regular business hours and subject to reasonable rules and regulations, the right, subject to Seller reimbursing Acquiror, the Company, the Subsidiaries and any of their Affiliates for all out of pocket expenses incurred by them in complying with any such request at the expense of Seller, (i) to inspect and copy the Books and Records to the extent they relate to periods prior to the Closing Date and (ii) to have personnel of each press release Acquiror and its Affiliates made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to them or to disclose information where such access otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax Returns or disclosure relates to any party’s compliance with Tax inquiry, audit, investigation or dispute, or (B) any litigation or investigation. During the period from the date of this Agreement or would violate until the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to date that is seven (7) years from the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances , no Books and Records relating to periods prior to the Closing Date shall be destroyed by Acquiror without first advising Seller in which the restrictions of the previous sentence applywriting and giving Seller a reasonable opportunity to inspect and copy such Books and Records in accordance with this Section 5.1(b). (c) Each For a period of MCBF seven years after the Closing Date or, if shorter, the applicable period specified in Seller's document retention policy, Seller shall (x) retain all of its books and MSB agrees records that it will notrelate to the Company and its Subsidiaries, the Systems, or the Business which are in existence on the Closing Date, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated (y) to the consummation extent permitted by Law and confidentiality obligations existing as of the transactions contemplated Closing Date, grant to Acquiror and its Representatives during regular business hours and subject to reasonable rules and regulations, the right, subject to Acquiror reimbursing Seller and any of its Affiliates for all out of pocket expenses incurred by this Agreement. Subject to them in complying with any such request at the requirements expense of applicable lawAcquiror, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it inspect and copy such books and records to the extent they relate to the Company and its Subsidiaries, the Systems, or an affiliate of it, other than pursuant the Business during periods prior to a confidentiality agreement or other confidential relationship, the Closing Date and (ii) becomes to have personnel of Seller and its Affiliates made available to it them or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax Returns or other obligation of secrecyany Tax inquiry, (iii) is disclosed with the prior written approval of the other party audit, investigation or dispute, or (ivB) any litigation or investigation. During the period from the date of this Agreement until the date that is seven years from the date of this Agreement, no books and records that relate to the Company and its Subsidiaries, the Systems, or becomes readily ascertainable from published information the Business for periods prior to the Closing Date shall be destroyed by Seller without first advising Acquiror in writing and giving Acquiror a reasonable opportunity to inspect and copy such books and records in accordance with this Section 5.1(c). For the avoidance of doubt, nothing in this Section 5.1(c) requires Seller to grant access to the Tax Returns of Seller or trade sourcesthe Seller's Affiliates, except such portions of such Tax Returns for taxable periods (or portions thereof) ending on or before the Closing Date as relate to the Company, the Subsidiaries and the Business and as necessary for the Acquiror to prepare and file any Tax Return or any Tax inquiry, audit, investigation or dispute. (d) From Prior to the Closing, Acquiror shall use all subscriber information (as hereinafter defined) that was obtained prior to the Closing from the Company, the Subsidiaries or any Affiliate of any of the foregoing only in compliance with Sections 222 and 631 of the Communications Act and all other Laws governing the use, collection, disclosure and storage of such information. For purposes hereof, “subscriber information” means personally identifiable information pertaining to customers, including names, telephone numbers, e-mail and billing addresses, credit card numbers and expiration dates and bank account numbers and routing numbers. (e) Prior to the Closing, Seller shall deliver to Acquiror (i) within 10 days after the date hereofend of each calendar month reports showing (A) monthly profit statements reflecting the categories of revenues, representatives of MCBF net set forth on the CSG-318 billing reports for the Systems, and MSB shall meet operating expenses (excluding depreciation and amortization); and (B) residential customers by product and bundle; in each case, on a regular consolidated basis to discuss and plan for each System as of the last day of such month (collectively, the “System Reports”); (ii) within 45 days after the completion of each fiscal quarter of the Company, (A) the Company's consolidated unaudited balance sheet as of the end of such fiscal quarter, and the Company's related consolidated statements of operations, changes in members' equity and cash flows; and (B) a consolidated capital expenditure summary; in each case for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with period from the goal of conducting such conversion simultaneously with the consummation end of the Bank MergerCompany's most recently completed fiscal year to the end of such fiscal quarter; and (iii) within 75 days after the completion of each fiscal year, the Company's consolidated audited balance sheet as of the end of such fiscal year, and the Company's related consolidated statements of operations, changes in members' equity and cash flows.

Access and Information. (a) Upon reasonable noticeSellers shall, MSB shall (and shall cause MSB’s their respective Subsidiaries to) afford MCBF , give to Buyer and its representatives (includingofficers, without limitationemployees, directorsaccountants, officers and employees of MCBF and its affiliates and counsel, accountants counsel and other professionals retained by MCBF) such representatives reasonable access during Sellers’ normal business hours throughout the period prior to the Effective Time Closing to the all of Sellers’ properties, books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, propertiescommitments, personnel reports of examination and to such other information records directly relating to MSB the Storage Business, the Purchased Assets or the Assumed Liabilities, except for (i) all or any portions of personnel records that AMCC reasonably believes are precluded by applicable Law from disclosing (provided that the disclosure of any personnel records or portions thereof shall be subject to any limitations that AMCC believes are reasonably required to preserve any Third Party confidentiality obligations) and MSB’s Subsidiaries as MCBF may reasonably request(ii) medical records. Upon reasonable notice, MCBF Sellers shall (assist Buyer in making such investigation and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and their counsel, accountants engineers, consultants, employees and other professionals retained by MSB) representatives to be reasonably available to Buyer for such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreementpurposes. (b) From After the date hereof until Closing, Sellers, on the Effective Timeone hand, MSB shalland Buyer, on the other hand, shall provide, and shall cause MSB’s their respective Subsidiaries toto provide, promptly provide MCBF with (i) a copy of to each reportother and to their respective officers, scheduleemployees, registration statement counsel and other document filed or received by it pursuant representatives, upon request (subject to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management applicable Laws and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may any limitations that are reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to preserve any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the applicable attorney-client privilege or any Third Party confidentiality obligation in which case Sellers and Buyer, as the case may be, will use reasonable commercial efforts to develop an alternative means to provide any such information that is subject to such limitations), reasonable access for inspection and copying of all Business Records (other than (i) all or any portions of personnel records that AMCC reasonably believes are precluded by applicable Law from disclosing and (ii) medical records), Governmental Permits, Licenses, Contracts and any other information (other than (i) all or any portions of personnel records that AMCC reasonably believes are precluded by applicable Law from disclosing and (ii) medical records) existing as of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior Closing Date and relating to the date of Storage Business, the Purchased Assets or the Assumed Liabilities, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Storage Business, the Purchased Assets or the Assumed Liabilities, and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses incurred by such party in which providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the restrictions party having custody or control thereof may impose to preserve the confidentiality of the previous sentence applyinformation contained therein. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable lawrestrictions and limitations contained herein and in the Collateral Agreements, each of MCBF including with respect to confidentiality and MSB agrees that it will keep confidentialnon-competition, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereofClosing, representatives each Seller may retain copies of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation use any portions of the Bank MergerBusiness Records which primarily relate to the Excluded Assets or the Excluded Liabilities.

Access and Information. (a) Upon Prior to the Effective Time, upon reasonable noticenotice and subject to applicable Laws relating to the exchange of information, MSB shall (for the purpose of verifying the representations and warranties of Charter and compliance by Charter with their covenants and agreements set forth herein, and preparing for the Merger and the other matters contemplated by this Agreement, Charter shall, and shall cause MSB’s its Subsidiaries to) , afford MCBF to Citizens and its Citizens Bank and their representatives (including, including without limitation, limitation their directors, officers officers, and employees of MCBF and its affiliates and financial advisors, legal counsel, accountants accountants, and other professionals retained by MCBFCitizens and Citizens Bank) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (includingrecords, without limitation, tax returns and work papers of independent auditors), contractsContracts, properties, personnel assets, personnel, and to information technology systems of Charter and its Subsidiaries, as well as such other information relating to MSB and MSB’s Charter or its Subsidiaries as MCBF Citizens and Citizens Bank may reasonably request. Upon Prior to the Effective Time, upon reasonable noticenotice and subject to applicable Laws relating to the exchange of information, MCBF shall (for the purpose of verifying the representations and warranties of the Citizens Parties and compliance by the Citizens Parties with their covenants and agreements set forth herein, the Citizens Parties shall, and shall cause Monarch Community Bank their Subsidiaries to) , afford MSB to Charter and its representatives (including, including without limitation, limitation its directors, officers officers, and employees of MSB and its affiliates and financial advisors, legal counsel, accountants accountants, and other professionals retained by MSBCharter) such reasonable access during normal business hours throughout to such information relating to Citizens or its Subsidiaries as Charter may reasonably request. (b) From the period date of this Agreement until the Effective Time, Charter shall promptly furnish to the Citizens Parties (i) a copy of any report, application, notice, schedule, or other document or instrument filed with or received from any Governmental Entity (other than any such materials which Charter is not permitted to disclose under applicable Law); and (ii) such other information regarding its and its Subsidiaries’ business, properties, assets, or personnel as the Citizens Parties may reasonably request. Additionally, prior to the Effective Time Time, Charter shall deliver to the executive officers Citizens Parties (i) as soon as practicable, but in no event more than 30 days, after the end of MCBF each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31) its unaudited consolidated balance sheet and Monarch Community Bank the related unaudited consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows as of the end of and for such quarter prepared in accordance with GAAP; and (ii) as soon as practicable, but in no event more than 90 days, after the end of each fiscal year ending after the date of this Agreement, its audited consolidated balance sheet and the related audited consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows as of the end of and for such year (together with the notes thereto and accompanied by the audit reports of Charter’s independent registered public accounting firm) prepared in accordance with GAAP. (c) Any investigation by a Party or its representatives pursuant to such information regarding MCBF and its Subsidiaries as MSB may reasonably requestthis Section 7.3 shall be conducted in a manner that does not unreasonably interfere with the business operations of the Party being investigated. No investigation by any party the Parties or their representatives pursuant to this Section 5.3 7.3 shall affect or be deemed to modify any representation of the representations, warranties, covenants, or warranty made by agreements of the other party Parties set forth in this Agreement. (b) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed . Neither Charter or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB Citizens nor its their respective Subsidiaries shall be required to provide access to or to disclose information pursuant to this Section 7.3 where such access or disclosure relates to any party’s compliance with this Agreement or would violate or prejudice the rights of such entityCharter’s or the Citizens Parties,’ as the case may be, customers, jeopardize the attorney-client privilege of the entity Party in possession or control of such informationinformation (after giving due consideration to the existence of any common interest, joint defense, or similar agreement between the Parties), or contravene any lawLaw, rulefiduciary duty, regulation, order, judgment, decree or binding agreement Contract entered into prior to the date of this Agreement. The parties hereto will Parties agree to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous preceding sentence apply. (cd) Each The Confidentiality Agreement, to the extent the same is not inconsistent with the terms of MCBF this Agreement, will remain in full force and MSB agrees that it will noteffect following the date of this Agreement, whether or not the Merger occurs, in accordance with its terms, and will cause its each of Charter, on the one hand, and the Citizens Parties, on the other hand, shall hold all information furnished by or on behalf of any other Party or any of such other Party’s respective Subsidiaries or representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated Agreement in confidence to the consummation extent required by, and in accordance with, the provisions of the transactions contemplated by this Confidentiality Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB Hometown shall (and shall cause MSB’s Hometown's Subsidiaries to) afford MCBF First Capital and its representatives (including, without limitation, directors, officers and employees of MCBF First Capital and its affiliates and counsel, accountants and other professionals retained by MCBFFirst Capital) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB Hometown and MSB’s Hometown's Subsidiaries as MCBF First Capital may reasonably request. Upon reasonable notice, MCBF First Capital shall (and shall cause Monarch Community Bank First Capital's Subsidiaries to) afford MSB Hometown and its representatives (including, without limitation, directors, officers and employees of MSB Hometown and its affiliates and counsel, accountants and other professionals retained by MSBHometown) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank First Capital and to such information regarding MCBF First Capital and its Subsidiaries as MSB Hometown may reasonably request. No investigation by any party pursuant to this Section SECTION 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB Hometown shall, and shall cause MSB’s Hometown's Subsidiaries to, promptly provide MCBF First Capital with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulatorfederal or state banking regulators, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF First Capital may reasonably request. Notwithstanding the foregoing, neither MSB Hometown nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s 's customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF First Capital and MSB Hometown agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section SECTION 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF First Capital and MSB Hometown agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section SECTION 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF First Capital and MSB Hometown shall meet on a regular basis to discuss and plan for the conversion of MSB’s Hometown's and its Subsidiaries’ ' data processing and related electronic informational systems to those used by MCBF First Capital and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable noticenotice and subject to applicable laws relating to the exchange of information, MSB GAFC shall (and shall cause MSB’s GAFC's Subsidiaries to) afford MCBF Acquisition Corp. and its representatives (including, without limitation, directors, officers and employees of MCBF Acquisition Corp. and its affiliates and counsel, accountants and other professionals retained by MCBFAcquisition Corp.) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB GAFC and MSB’s GAFC's Subsidiaries as MCBF Acquisition Corp. may reasonably request. Upon reasonable notice; provided, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (includinghowever, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No that no investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party GAFC in this Agreement and provided, further, that such access shall be subject to permissions from such Governmental Entities as may be required. Neither GAFC nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From the date hereof until the Effective Time, MSB GAFC shall, and shall cause MSB’s GAFC's Subsidiaries to, promptly provide MCBF Acquisition Corp. with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iiiii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iviii) a copy of each press release made available to the public and (viv) all other information concerning its business, properties and personnel as MCBF Acquisition Corp. may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it Acquisition Corp. will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable lawlaw and the Confidentiality Agreement, each of MCBF and MSB agrees that it Acquisition Corp. will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it Acquisition Corp. or an affiliate of itAcquisition Corp., other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it Acquisition Corp. or an affiliate of it Acquisition Corp. from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party GAFC or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From GAFC shall give notice, and after the date hereofshall cause GAFC Bank to give notice, representatives to a designee of MCBF Acquisition Corp., and MSB shall meet on a invite such person to attend all regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation special meetings of the Board of Directors of GAFC and GAFC Bank Mergerand all meetings of the Loan Committee of GAFC Bank. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed (i) matters involving this Agreement, (ii) information or material that GAFC or GAFC Bank is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of GAFC or GAFC Bank, or (iii) pending or threatened litigation or investigations if, in the opinion of counsel to GAFC, the presence of such designees would or might adversely affect the confidential nature of or any privilege relating to the matters being discussed.

Access and Information. (a) Upon reasonable noticeprior notice and subject to Applicable Law, MSB shall (the Company shall, and shall cause MSB’s the Company Subsidiaries to) , afford MCBF to Parent and its representatives (includingfinancial advisors, without limitation, directors, officers and employees of MCBF and its affiliates and legal counsel, accountants and financing sources, accountant or other professionals retained by MCBFadvisor, agent or authorized representative (collectively, “Representatives”) such reasonable access during normal business hours throughout the period prior to the Effective Time to the all of its books, records (including, without limitation, tax returns and work papers of independent auditors), contractsrecords, properties, premises and personnel and to and, during such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable noticeperiod, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB shallfurnish, and shall cause MSB’s Subsidiaries toto be furnished, as promptly provide MCBF with as reasonably practicable to Parent, (ia) a copy of each report, schedule, registration statement schedule and other document filed or received by it the Company or any Company Subsidiary pursuant to the requirements of the Securities Act federal securities laws or the Exchange Acta Governmental Entity, (ii) a copy of each report filed except, with a Government Regulatorrespect to examination reports, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directorsas may be restricted by Applicable Law, (iv) a copy of each press release made available to the public and (vb) all other information concerning its business, properties as Parent reasonably may request; provided that (i) the Company and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Company Subsidiaries shall not be required to provide access to or obligated to disclose (A) any information where such access or disclosure relates to any party’s compliance with this Agreement or that, in the reasonable judgment of the Company, would violate result in the rights loss of such entity’s customers, jeopardize the attorney-client privilege with respect to such information or (B) any information that would result in a breach of an agreement to which the Company or any of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior Company Subsidiaries is a party; provided that the Company shall use reasonable best efforts to obtain the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions consent of the previous sentence apply. Person to whom the Company owes such duty of confidentiality to disclose such information to Parent and (cii) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained no investigation pursuant to this Section 5.3 for 8.1 shall affect any purpose unrelated representations or warranties made herein or the conditions to the consummation obligations of the transactions contemplated by this Agreementrespective parties to consummate the Merger. Subject Upon reasonable notice and subject to Applicable Law, the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidentialCompany shall, and will shall cause the Company Subsidiaries to, provide to Parent and its representatives to keep confidential, legal counsel or other Parent advisor all information reasonably requested regarding any employee benefit plan subject to ERISA which is a client of the Company or any of its Subsidiaries or as to which the Company and documents obtained pursuant Company Subsidiaries provide any services or from whom the Company and Company Subsidiaries receives any compensation. Each party shall continue to this Section 5.3 unless such information (i) was already known to it or an affiliate abide by the terms of it, other than pursuant to a the confidentiality agreement or other confidential relationshipbetween GS Capital Partners VI, LP and the Company, dated October 20, 2006 (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecythe “Confidentiality Agreement”). The Company shall keep Parent informed, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis current basis, of any material events, discussions, notices or changes with respect to discuss any criminal or regulatory investigation or action involving the Company or any of its Company Subsidiaries, so that Parent, its members and plan for their respective Affiliates will have the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems opportunity to those used by MCBF and its Subsidiaries with the goal of conducting take appropriate steps to avoid or mitigate any regulatory consequences to them that might arise from such conversion simultaneously with the consummation of the Bank Mergerinvestigation, inquiry or action.

Access and Information. (a) Upon reasonable noticeFrom the date hereof to the Closing Date, MSB the Company shall (and shall cause MSB’s Subsidiaries to) afford MCBF to EGLOBE and its representatives (includingofficers, without limitationemployees, directorsaccountants, officers and employees of MCBF and its affiliates and consultants, legal counsel, accountants and other professionals retained by MCBF) such reasonable representatives of EGLOBE full and complete access during normal business hours throughout (with reasonable advance notice) to the properties, books, records, contracts, facilities, premises, and equipment relating to the Assets and the Company (including without limitation, operating and financial information with respect to the Company) as EGLOBE may reasonably request, provided that EGLOBE and its agents, employees and representatives enter into a commercially reasonable confidentiality and nondisclosure agreement with the Company. In the event that EGLOBE determines after the Closing Date that it is necessary or desirable to audit the financial statements of the Company for any period prior to the Effective Time Closing Date, OASIS agrees to cooperate with EGLOBE, the Company and auditors for the Company to the extent necessary to complete such audit in a timely manner. In addition, the Company and OASIS shall, and shall ensure that their respective affiliates shall, afford to EGLOBE and the LLC and their respective officers, employees, accountants, consultants and legal counsel, access at any time and from time to time following the date hereof, but during business days and normal business hours, to the books, records and other information (including, including without limitation, tax returns operating and work papers of independent auditorsfinancial information), contracts, properties, personnel facilities and to such other information premises relating to MSB the Assets, OASIS and MSB’s Subsidiaries as MCBF all other companies, divisions or other entities or portions thereof that EGLOBE and the LLC may reasonably request. Upon reasonable noticerequest for purposes of preparing audited financial statements pursuant to EGLOBE's reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Securities Laws"), MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counselmake available the personnel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout representatives having knowledge regarding the period prior same and cooperate with and furnish assistance to EGLOBE (provided that the Company and OASIS shall not be obligated to incur more than nominal cost or expense), as EGLOBE may reasonably request in connection with the preparation of financial statements with respect to the Effective Time business of the Company. In connection with an audit of such financial statements, if required, the Company and its financial and other management agree to provide certain representations in the executive officers form of MCBF a representation letter to BDO Seidman, LLP, independent cer▇▇▇▇▇▇ public accountants, in accordance with generally accepted auditing standards. The provision of such financial statement representations and Monarch Community Bank information and to assistance shall be reasonably prompt. The Company and OASIS shall ensure that none of such information regarding MCBF is destroyed during the three year period commencing on the Closing Date unless EGLOBE has been afforded a reasonable opportunity to obtain and its Subsidiaries as MSB may reasonably requestmake copies of the information. No investigation by any party Any document or information produced or disclosed pursuant to this Section 5.3 6.4 in any form is Confidential Information and EGLOBE and the LLC shall affect not permit the duplication, use, or be deemed disclosure of any such Confidential Information by or to modify any representation or warranty made by the third party (other party in this Agreement. (bthan officers, employees, accountants, consultants and legal counsel) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it except as required pursuant to the requirements Securities Laws and permitted hereunder, unless such duplication, use or disclosure is specifically authorized by the Company or OASIS in writing prior to any disclosure. EGLOBE and the LLC shall use commercially reasonable diligence, and in no event less than that degree of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report care that such party uses in respect to its senior management and all materials relating own confidential information of like nature, to its business prevent the unauthorized disclosure or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control reproduction of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable noticeDuring the period from the date of this Agreement through the Effective Time: (i) the Company shall, MSB shall (and shall cause MSB’s its Subsidiaries to) , afford MCBF Sterling and its representatives (includingaccountants, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants counsel and other professionals retained by MCBF) such reasonable representatives full access during normal business hours throughout the period prior to the Effective Time to the properties, books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, propertiesTax Returns, personnel Reports, commitments and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees records of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF Company and its Subsidiaries as MSB may at any time, and from time to time, for the purpose of conducting any review or investigation reasonably request. No investigation by any party pursuant related to this Section 5.3 Agreement or the Merger, and the Company and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling provides the Company with reasonable notice of Sterling’s on-site visits and that Sterling does not unreasonably interfere with the business operations of the Company during the course of such visits; and (ii) Sterling shall affect upon reasonable notice make copies of the Sterling SEC Reports and other information reasonably related to Sterling’s operations or be deemed financial performance available to modify the Company and its advisors for purposes of any representation review or warranty made by report to the other party Company Board in this Agreementevaluating the Merger. (b) From During the period from the date hereof until of this Agreement through the Effective Time, MSB shall, and the Company shall cause MSB’s Subsidiaries to, promptly provide MCBF with furnish to Sterling (i) a copy of each report, schedule, registration statement and other document all Reports which are filed or received by it pursuant to after the requirements of date hereof promptly upon the Securities Act or the Exchange Actfiling thereof, (ii) a copy of each report Tax Return filed with a Government Regulatorby it after the date hereof, and (iii) a copy monthly and other interim financial statements in the form prepared by the Company for its internal use. During this period, the Company shall notify Sterling promptly of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to any material change in the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege Condition of the entity in possession Company or control any of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyits Subsidiaries. (c) Each During the period from the date of MCBF this Agreement through the Effective Time, the Company shall provide Sterling such additional information as Sterling may request from time to time regarding the loans, credit facilities and/or collateral therefor as may be specified by Sterling. The Company shall also make available to Sterling its loan files, correspondence and MSB other records regarding any such specified loans, credit facilities and/or collateral. (d) Notwithstanding the foregoing provisions of this Section 8.1, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties that are contained herein and each such representation and warranty shall survive such investigation. (e) Sterling agrees that it will not, and will cause its representatives not to, use keep confidential any information obtained pursuant furnished to this Section 5.3 for any purpose unrelated to it by the consummation of Company in connection with the transactions contemplated by this Agreement. Subject Agreement which is reasonably designated as confidential at the time of delivery, except to the requirements of applicable law, each of MCBF and MSB agrees extent that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, Sterling and was received from a source other than pursuant to a confidentiality agreement the Company or other confidential relationshipany of its Subsidiaries, directors, officers, employees or agents, (ii) becomes available to it thereafter was lawfully obtained from another source or an affiliate of it from other sources not known was publicly disclosed by such party to be bound by a confidentiality agreement the Company or other obligation of secrecyits agent or representative, or (iii) is required to be disclosed to any Regulatory Authority, or is otherwise required to be disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the prior written approval transactions contemplated by this Agreement. Upon any termination of this Agreement, Sterling will return to the other party Company or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From will destroy all documents furnished Sterling for its review and after the date hereofall copies of such documents made by Sterling. The Company agrees to keep confidential, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries in accordance with the goal provisions of conducting such conversion simultaneously this Section 8.1(e), any information furnished to it by Sterling in connection with the consummation transactions contemplated by this Agreement that is reasonably designated as confidential at the time of delivery. The Company agrees not to use any such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the Bank Mergertransactions contemplated by this Agreement. Upon any termination of this Agreement, the Company will return to Sterling or will destroy all documents containing any such confidential information furnished to the Company for its review and all copies of such documents made by the Company.

Access and Information. (a) Upon reasonable noticeDuring the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 10.1 or the Closing (the “Interim Period”), MSB subject to Section 8.13, each of Newco, Pubco and SPAC Merger Sub shall (give, and shall cause MSB’s Subsidiaries to) afford MCBF its Representatives to give, SPAC and its representatives (includingRepresentatives, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants and other professionals retained by MCBF) such at reasonable access times during normal business hours throughout the period prior and upon reasonable intervals and notice, reasonable access to the Effective Time all offices and other facilities and to the books, records (including, without limitation, tax returns and work papers of independent auditors), contractsall employees, properties, personnel Contracts, agreements, commitments, books and to such records, financial and operating data and other information relating of or pertaining to MSB and MSB’s Subsidiaries Pubco, Newco or SPAC Merger Sub, as MCBF SPAC or its Representatives may reasonably request. Upon reasonable noticerequest regarding Pubco, MCBF shall (Newco or SPAC Merger Sub and shall their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause Monarch Community Bank to) afford MSB each of the Representatives of Newco, Pubco and SPAC Merger Sub to reasonably cooperate with SPAC and its representatives (includingRepresentatives in their investigation; provided, without limitationhowever, directors, officers and employees of MSB that SPAC and its affiliates and counselRepresentatives, accountants and other professionals retained by MSB) in each case, shall conduct any such reasonable access during normal activities in such a manner as not to unreasonably interfere with the business hours throughout the period prior to the Effective Time to the executive officers or operations of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect Pubco, Newco or be deemed to modify any representation or warranty made by the other party in this AgreementSPAC Merger Sub. (b) From During the date hereof until the Effective TimeInterim Period, MSB shallsubject to Section 8.13, SPAC shall give, and shall cause MSB’s Subsidiaries toits Representatives to give, promptly provide MCBF with (i) a copy of each reportthe Seller, scheduleNewco and Pubco and their respective Representatives, registration statement at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other document filed facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or received by it pursuant pertaining to the requirements of the Securities Act SPAC or the Exchange ActSPAC Subsidiaries, (ii) as the Seller, Newco or Pubco or their respective Representatives may reasonably request regarding SPAC and the SPAC Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of their respective Representatives to reasonably cooperate with the Seller, Newco and Pubco and their respective Representatives in their investigation; provided, however, that the Seller, Newco and Pubco and their respective Representatives shall conduct any such activities in such a copy of each report filed manner as not to unreasonably interfere with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its the business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to SPAC or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applySPAC Subsidiary. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB Twin Oaks shall (afford Ottawa and Ottawa shall cause MSB’s Subsidiaries to) afford MCBF Twin Oaks, and its their representatives (including, without limitation, directors, officers and employees of MCBF each of Ottawa and Twin Oaks and its affiliates and counsel, accountants and other professionals retained by MCBFOttawa or Twin Oaks, as applicable) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and and, subject to the requirements of the independent auditors of such party, work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB Twin Oaks and MSB’s Subsidiaries Ottawa, as MCBF the case may be, as Ottawa or Twin Oaks may reasonably request. Upon reasonable notice; provided, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (includinghowever, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No that no investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party Twin Oaks or Ottawa in this Agreement. (b) From the date hereof until the Effective TimeTime of the Merger, MSB shall, Twin Oaks and Ottawa shall cause MSB’s Subsidiaries to, each promptly provide MCBF the other with (i) a copy of each report, schedule, registration statement schedule and other document filed with or, unless prohibited by law or regulation, received by it pursuant to the requirements of the Securities Act or the Exchange Actfrom a Governmental Entity, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report any materials furnished to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iviii) a copy of each press release made available to the public and (viv) all any other information concerning its business, properties and personnel as MCBF Ottawa or Twin Oaks may reasonably request. Notwithstanding the foregoing, neither MSB neither, Twin Oaks nor its Subsidiaries Ottawa shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it will notNeither Ottawa nor Twin Oaks will, and will each cause its representatives not to, use any information and documents obtained in the course of the consideration of the consummation of the transactions contemplated by this Agreement, including any information and documents obtained pursuant to this Section 5.3 5.3, for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all All information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known shall be held in confidence to it or an affiliate the extent required by, and in accordance with, the provisions of itconfidentiality set forth in a letter agreement, other than pursuant to a confidentiality agreement or other confidential relationshipdated September 21, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy2013, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sourcesbetween Ottawa and Twin Oaks. (d) From and after the date hereof, representatives of MCBF Ottawa Savings Bank and MSB Twin Oaks shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its SubsidiariesTwin Oaks’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries Ottawa Savings Bank with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger. (e) Within ten Business Days following the end of each calendar month, Twin Oaks will provide Ottawa with an updated list of Loans described in Section 3.2(s)(v). (f) As soon as reasonably practicable after the date hereof, Twin Oaks will have ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP prepare, and Twin Oaks will provide to Ottawa, audited balance sheets as of March 31, 2014 and related statements of income, changes in retained earnings and cash flows for the period ended March 31, 2014, together with notes (the “Audited Financial Statements”). Through the Closing Date, each of Twin Oaks and Ottawa shall continue to prepare and provide to the other unaudited statements of income, and, in the case of Ottawa, all Ottawa Reports, for each interim period following the period ended March 31, 2014 (the “Interim Financial Statements”). As of their respective dates, the foregoing financial statements shall be prepared in accordance with GAAP. The books and records of each of Twin Oaks and Ottawa shall be maintained in all material respects, in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP shall not have resigned (or informed Twin Oaks that it intends to resign) or been dismissed as Twin Oaks’ independent accountants as a result of or in connection with any disagreements with Twin Oaks on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Access and Information. (a) Upon reasonable notice, MSB FFFB shall (and shall cause MSB’s FFFB's Subsidiaries to) afford MCBF CLAS and its representatives (including, without limitation, directors, officers and employees of MCBF CLAS and its affiliates and counsel, accountants and other professionals retained by MCBFCLAS) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB FFFB and MSB’s FFFB's Subsidiaries as MCBF CLAS may reasonably request. Upon reasonable notice, MCBF CLAS shall (and shall cause Monarch Community Classic Bank to) afford MSB FFFB and its representatives (including, without limitation, directors, officers and employees of MSB FFFB and its affiliates and counsel, accountants and other professionals retained by MSBFFFB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF CLAS and Monarch Community Classic Bank and to such information regarding MCBF CLAS and its Subsidiaries as MSB FFFB may reasonably request. No investigation by any party pursuant to this Section SECTION 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB FFFB shall, and shall cause MSB’s FFFB's Subsidiaries to, promptly provide MCBF CLAS with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulatorfederal or state banking regulators, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (viv) all other information concerning its business, properties and personnel as MCBF CLAS may reasonably request. Notwithstanding the foregoing, neither MSB FFFB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s 's compliance with this Agreement or would violate the rights of such entity’s 's customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF FFFB and MSB agrees that it CLAS will not, and will cause its representatives not to, use any information obtained pursuant to this Section SECTION 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF FFFB and MSB agrees that it CLAS will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section SECTION 5.3 unless such information (i) was already known to it such party or an affiliate of itaffiliate, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it such party or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF CLAS and MSB FFFB shall meet on a regular basis to discuss and plan for the conversion of MSB’s FFFB's and its Subsidiaries’ ' data processing and related electronic informational systems to those used by MCBF CLAS and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB GFSB shall (and shall cause MSB’s GFSB's Subsidiaries to) afford MCBF FFBSW and its representatives (including, without limitation, directors, officers and employees of MCBF FFBSW and its affiliates and counsel, accountants and other professionals retained by MCBFFFBSW) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB GFSB and MSB’s GFSB's Subsidiaries as MCBF FFBSW may reasonably request. Upon reasonable notice, MCBF FFBSW shall (and shall cause Monarch Community First Federal Bank to) afford MSB GFSB and its representatives (including, without limitation, directors, officers and employees of MSB GFSB and its affiliates and counsel, accountants and other professionals retained by MSBGFSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF FFBSW and Monarch Community First Federal Bank and to such information regarding MCBF FFBSW and its Subsidiaries as MSB GFSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB GFSB shall, and shall cause MSB’s GFSB's Subsidiaries to, promptly provide MCBF FFBSW with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulatorfederal banking regulators, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (viv) all other information concerning its business, properties and personnel as MCBF FFBSW may reasonably request. Notwithstanding the foregoing, neither MSB GFSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s 's compliance with this Agreement or would violate the rights of such entity’s 's customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF GFSB and MSB agrees that it FFBSW will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF GFSB and MSB agrees that it FFBSW will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it such party or an affiliate of itaffiliate, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it such party or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF FFBSW and MSB GFSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s GFSB's and its Subsidiaries’ ' data processing and related electronic informational systems to those used by MCBF FFBSW and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB shall (and shall cause MSB’s Subsidiaries to) afford MCBF and its representatives (including, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants and other professionals retained by MCBF) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective TimeClosing, MSB subject to reasonable rules, regulations and policies of the Company and any applicable Laws, Seller shall, and shall cause MSB’s BBHI Holdings, the Company and the Subsidiaries to, promptly provide MCBF with (i) a copy of each reportafford Acquiror and its Representatives reasonable access, scheduleduring regular business hours and upon reasonable advance notice, registration statement and other document filed or received by it pursuant to the requirements employees of the Securities Act or Company and the Exchange ActSubsidiaries, (ii) a copy of each report filed furnish or cause to be furnished to Acquiror any financial and operating data and other information that is available with a Government Regulatorrespect to the Company and the Business as Acquiror from time to time reasonably requests, including internally generated subscriber, accounts receivable and other operational reports with respect to the Business that are produced in the Ordinary Course, (iii) a copy of each periodic report furnish or cause to its senior management and all materials be furnished to Acquiror any information relating to the Company or the Subsidiaries and such other assistance as is reasonably necessary to satisfy the periodic reporting obligations of Acquiror and its business or operations furnished to its Board of Directors, Affiliates and (iv) instruct the employees of the Company and the Subsidiaries, and its counsel and financial advisors, to reasonably cooperate with Acquiror in connection with the foregoing; provided that in no event shall Acquiror have access to any information that (x) based on advice of Seller’s counsel, would violate applicable Laws, including U.S. Antitrust Laws, or would destroy any legal privilege, or (y) in Seller’s reasonable judgment, would (A) result in the disclosure of any trade secrets or other proprietary or confidential information of third parties or (B) violate any obligation of BBHI Holdings, the Company, the Subsidiaries or any Affiliate of any of the foregoing with respect to confidentiality; provided that in each case Seller, BBHI Holdings, the Company and the Subsidiaries shall have used commercially reasonable efforts to permit the disclosure of such information; it being understood that Acquiror shall reimburse Seller promptly for out-of-pocket reasonable expenses of Seller, BBHI Holdings, the Company, the Subsidiaries or any of their Affiliates incurred in complying with any such request by or on behalf of Acquiror. All information received pursuant to this Section 5.1(a) shall be governed by the terms of the Confidentiality Agreement. (b) For a period of seven years after the Closing Date or, if shorter, the applicable period specified in Acquiror’s document retention policy, Acquiror shall retain all Books and Records in existence on the Closing Date, and to the extent permitted by Law and confidentiality obligations existing as of the Closing Date, to grant to Seller and its Representatives during regular business hours and subject to reasonable rules and regulations, the right, subject to Seller reimbursing Acquiror, the Company, the Subsidiaries and any of their Affiliates for all out of pocket expenses incurred by them in complying with any such request at the expense of Seller, (i) to inspect and copy the Books and Records to the extent they relate to periods prior to the Closing Date and (ii) to have personnel of each press release Acquiror and its Affiliates made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to them or to disclose information where such access otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax Returns or disclosure relates to any party’s compliance with Tax inquiry, audit, investigation or dispute, or (B) any litigation or investigation. During the period from the date of this Agreement or would violate until the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to date that is seven (7) years from the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances , no Books and Records relating to periods prior to the Closing Date shall be destroyed by Acquiror without first advising Seller in which the restrictions of the previous sentence applywriting and giving Seller a reasonable opportunity to inspect and copy such Books and Records in accordance with this Section 5.1(b). (c) Each For a period of MCBF seven years after the Closing Date or, if shorter, the applicable period specified in Seller’s document retention policy, Seller shall (x) retain all of its books and MSB agrees records that it will notrelate to the Company and its Subsidiaries, the Systems, or the Business which are in existence on the Closing Date, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated (y) to the consummation extent permitted by Law and confidentiality obligations existing as of the transactions contemplated Closing Date, grant to Acquiror and its Representatives during regular business hours and subject to reasonable rules and regulations, the right, subject to Acquiror reimbursing Seller and any of its Affiliates for all out of pocket expenses incurred by this Agreement. Subject to them in complying with any such request at the requirements expense of applicable lawAcquiror, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it inspect and copy such books and records to the extent they relate to the Company and its Subsidiaries, the Systems, or an affiliate of it, other than pursuant the Business during periods prior to a confidentiality agreement or other confidential relationship, the Closing Date and (ii) becomes to have personnel of Seller and its Affiliates made available to it them or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement otherwise cooperate to the extent reasonably necessary, including in connection with (A) preparing and filing Tax Returns or other obligation of secrecyany Tax inquiry, (iii) is disclosed with the prior written approval of the other party audit, investigation or dispute, or (ivB) any litigation or investigation. During the period from the date of this Agreement until the date that is seven years from the date of this Agreement, no books and records that relate to the Company and its Subsidiaries, the Systems, or becomes readily ascertainable from published information the Business for periods prior to the Closing Date shall be destroyed by Seller without first advising Acquiror in writing and giving Acquiror a reasonable opportunity to inspect and copy such books and records in accordance with this Section 5.1(c). For the avoidance of doubt, nothing in this Section 5.1(c) requires Seller to grant access to the Tax Returns of Seller or trade sourcesthe Seller’s Affiliates, except such portions of such Tax Returns for taxable periods (or portions thereof) ending on or before the Closing Date as relate to the Company, the Subsidiaries and the Business and as necessary for the Acquiror to prepare and file any Tax Return or any Tax inquiry, audit, investigation or dispute. (d) From Prior to the Closing, Acquiror shall use all subscriber information (as hereinafter defined) that was obtained prior to the Closing from the Company, the Subsidiaries or any Affiliate of any of the foregoing only in compliance with Sections 222 and 631 of the Communications Act and all other Laws governing the use, collection, disclosure and storage of such information. For purposes hereof, “subscriber information” means personally identifiable information pertaining to customers, including names, telephone numbers, e-mail and billing addresses, credit card numbers and expiration dates and bank account numbers and routing numbers. (e) Prior to the Closing, Seller shall deliver to Acquiror (i) within 10 days after the date hereofend of each calendar month reports showing (A) monthly profit statements reflecting the categories of revenues, representatives of MCBF net set forth on the CSG-318 billing reports for the Systems, and MSB shall meet operating expenses (excluding depreciation and amortization); and (B) residential customers by product and bundle; in each case, on a regular consolidated basis to discuss and plan for each System as of the last day of such month (collectively, the “System Reports”); (ii) within 45 days after the completion of each fiscal quarter of the Company, (A) the Company’s consolidated unaudited balance sheet as of the end of such fiscal quarter, and the Company’s related consolidated statements of operations, changes in members’ equity and cash flows; and (B) a consolidated capital expenditure summary; in each case for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with period from the goal of conducting such conversion simultaneously with the consummation end of the Bank MergerCompany’s most recently completed fiscal year to the end of such fiscal quarter; and (iii) within 75 days after the completion of each fiscal year, the Company’s consolidated audited balance sheet as of the end of such fiscal year, and the Company’s related consolidated statements of operations, changes in members’ equity and cash flows.

Access and Information. (a) Upon reasonable notice, MSB PFSB shall (and shall cause MSB’s PFSB's Subsidiaries to) afford MCBF FFBI and its representatives (including, without limitation, directors, officers and employees of MCBF FFBI and its affiliates and counsel, accountants and other professionals retained by MCBFFFBI) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB PFSB and MSB’s PFSB's Subsidiaries as MCBF FFBI may reasonably request. Upon reasonable notice, MCBF FFBI shall (and shall cause Monarch Community Bank First Federal to) afford MSB PFSB and its representatives (including, without limitation, directors, officers and employees of MSB PFSB and its affiliates and counsel, accountants and other professionals retained by MSBPFSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF FFBI and Monarch Community Bank First Federal and to such information regarding MCBF FFBI and its Subsidiaries as MSB PFSB may reasonably request. No investigation by any party pursuant to this Section SECTION 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB PFSB shall, and shall cause MSB’s PFSB's Subsidiaries to, promptly provide MCBF FFBI with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulatorfederal or state banking regulators, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (viv) all other information concerning its business, properties and personnel as MCBF FFBI may reasonably request. Notwithstanding the foregoing, neither MSB PFSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s 's compliance with this Agreement or would violate the rights of such entity’s 's customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it FFBI will not, and will cause its representatives not to, use any information obtained pursuant to this Section SECTION 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it FFBI will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section SECTION 5.3 unless such information (i) was already known to it FFBI or an affiliate of itFFBI, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it FFBI or an affiliate of it FFBI from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party PFSB or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF FFBI and MSB PFSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s PFSB's and its Subsidiaries’ ' data processing and related electronic informational systems to those used by MCBF FFBI and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB CNS ---------------------- shall (and shall cause MSB’s its Subsidiaries to) afford MCBF ENB and its representatives (including, without limitation, directors, officers and employees of MCBF ENB and its affiliates and counsel, accountants and other professionals retained by MCBFENB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF CNS and its Subsidiaries as MSB ENB may reasonably request. No ; PROVIDED, HOWEVER, that no investigation by any party pursuant to this Section 5.3 4.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB shall, herein. CNS shall provide ENB with true and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy complete copies of each report, schedule, registration statement all financial and other document filed or received by it pursuant information relating to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished of CNS and its Subsidiaries that is provided to its directors of CNS and CNS Bank in connection with meetings of their Board of DirectorsDirectors of committees thereof. In furtherance, (iv) a copy and not in limitation of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries CNS shall be make available to ENB all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege by reason of the entity in possession Merger or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this AgreementBank Merger. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it ENB will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it ENB will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 4.3 unless such information (i) was already known to it ENB or an affiliate of itENB, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it ENB or an affiliate of it ENB from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party CNS or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party that furnished the same. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon From the date of this Agreement through the Effective Time, Seller shall afford to each of SouthTrust, ST-Sub and ST-Bank and their authorized agents and representatives, reasonable access to their respective properties, assets, books and records and personnel, except for materials that are legally privileged or which the Seller is prohibited by law from disclosing, during reasonable business hours and after reasonable notice; and SouthTrust, MSB ST-Sub and ST-Bank shall (be provided with such financial and shall cause MSB’s Subsidiaries to) afford MCBF and its representatives (including, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants operating data and other professionals retained by MCBF) such reasonable access during normal business hours throughout the period prior information with respect to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contractsbusinesses, properties, assets, books and records and personnel and of Seller as they shall from time to such other information relating to MSB and MSB’s Subsidiaries as MCBF may time reasonably request, except for materials that are legally privileged or which the Seller is prohibited by law from disclosing. Upon reasonable noticeSouthTrust, MCBF ST-Sub and ST-Bank agree to conduct any such requests and discussions hereunder in a manner so as not to interfere with normal operations and consumer and employee relationships of Seller. In the event SouthTrust, ST-Sub and ST-Bank learn of any information or matters during such investigation that SouthTrust, ST-Sub and ST-Bank believe may constitute or reveal a material breach of the Seller's representations, warranties, covenants or agreements contained herein, SouthTrust, ST-Sub and ST-Bank shall (provide the Seller with a written notice within 15 business days, specifying the information or matters learned and shall cause Monarch Community Bank to) afford MSB the basis upon which they may constitute or reveal a material breach of the Seller's representations, warranties, covenants or agreements and its representatives (including, without limitation, directors, officers and employees the Seller has the right to cure such material breach within 20 calendar days from the date of MSB and its affiliates and counsel, accountants and other professionals retained such notice or such longer period as extended by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably requestparties in writing. No breach of a representation, warranty, covenant or agreement that is learned pursuant to SouthTrust's or ST-Bank's investigation contemplated by this Section 4.04 shall constitute a material breach of a representation, warranty, covenant or agreement by Seller under any party provision of or for any purpose under this Agreement and the information or matters underlying such breach shall be deemed to have been fully disclosed in Seller's disclosure pursuant to this Agreement, unless SouthTrust, ST-Sub and ST-Bank provide Seller with a written notice relating thereto delivered and the Seller has not cured such breach within the time period provided in the immediately preceding sentence and SouthTrust, ST-Sub and ST-Bank exercise its right to terminate this Agreement on the basis thereof in accordance with Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement6.01(e). (b) From Each party hereto shall treat as strictly confidential all information received from the date hereof until the Effective Time, MSB shall, other party and shall cause MSB’s Subsidiaries tonot divulge to any other person, promptly provide MCBF with natural or corporate (i) a copy other than essential employees and agents of each reportparty) any financial statements, scheduleschedules, registration statement contracts, agreements, instruments, papers, documents and other document filed or received by it pursuant information relating to the requirements of other party which it may come to know or which may come into its possession and, if the Securities Act or the Exchange Acttransactions contemplated hereby are not consummated for any reason, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available shall promptly return to the public and (v) other party all material furnished by the other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it party hereto will not, and will cause its respective representatives not to, use any information obtained pursuant to from any other such party as a result of this Agreement (including this Section 5.3 4.04) or in connection with the transactions contemplated hereby (whether so obtained before or after the execution hereof, including work papers and other materials derived therefrom (collectively, the "Confidential Information") for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, regulation and applicable Regulatory Agencies, each of MCBF and MSB agrees that it party hereto will keep confidential, and will cause its respective representatives to keep confidential, all information and documents obtained pursuant Confidential Information relating to this Section 5.3 or furnished by any other such party unless such information (i) was already or becomes known to it or an affiliate of itthe general public, other than pursuant from a prohibited disclosure by a party to a confidentiality agreement this Agreement or other confidential relationshipits representatives, (ii) becomes available to it such party or an affiliate of it from other sources not known by such party from sources (other than another party to be this Agreement or its representatives) not bound by a confidentiality agreement obligation or other obligation of secrecyagreement, (iii) is disclosed with the prior written approval of the other party which furnished such Confidential Information or (iv) is or becomes readily ascertainable from published information information. In the event that this Agreement is terminated or trade sources. (d) From and after the date hereoftransactions contemplated by this Agreement shall otherwise fail to be consummated, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s each party hereto and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF respective representatives shall promptly cause all Confidential Information in the possession of itself and its Subsidiaries with representatives, including all copies or extracts thereof, to be returned to the goal of conducting such conversion simultaneously with party which furnished the consummation of the Bank Mergersame.

Access and Information. (a) Upon reasonable noticeDuring the period from the date of this Agreement through the Effective Time, MSB shall (the Company shall, and shall cause MSB’s its Subsidiaries to) , afford MCBF Sterling and its representatives (includingaccountants, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants counsel and other professionals retained by MCBF) such reasonable representatives full access during normal business hours throughout the period prior to the Effective Time to the properties, books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, propertiesTax Returns, personnel Reports, commitments and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees records of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF Company and its Subsidiaries as MSB may at any time, and from time to time, for the purpose of conducting any review or investigation reasonably request. No investigation by any party pursuant related to this Section 5.3 shall affect Agreement or be deemed to modify any representation or warranty made by the other party in this AgreementMerger, and the Company and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling provides the Company with reasonable notice of Sterling's on-site visits and that Sterling does not unreasonably interfere with the business operations of the Company during the course of such visits. (b) From During the period from the date hereof until of this Agreement through the Effective Time, MSB shall, and the Company shall cause MSB’s Subsidiaries to, promptly provide MCBF with furnish to Sterling (i) a copy of each report, schedule, registration statement and other document all Reports which are filed or received by it pursuant to after the requirements of date hereof promptly upon the Securities Act or the Exchange Actfiling thereof, (ii) a copy of each report Tax Return filed with a Government Regulatorby it after the date hereof, and (iii) a copy monthly and other interim financial statements in the form prepared by the Company for its internal use. During this period, the Company shall notify Sterling promptly of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to any material change in the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege Condition of the entity in possession Company or control any of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyits Subsidiaries. (c) Each Notwithstanding the foregoing provisions of MCBF this Section 8.01, no investigation by any party hereto made heretofore or hereafter shall affect the representations and MSB warranties of the other parties which are contained herein and each such representation and warranty shall survive such investigation. (d) Sterling agrees that it will not, and will cause its representatives not to, use keep confidential any information obtained pursuant furnished to this Section 5.3 for any purpose unrelated to it by the consummation of Company in connection with the transactions contemplated by this Agreement. Subject Agreement which is reasonably designated as confidential at the time of delivery, except to the requirements of applicable law, each of MCBF and MSB agrees extent that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, Sterling and was received from a source other than pursuant to a confidentiality agreement the Company or other confidential relationshipany of its Subsidiaries, directors, officers, employees or agents, (ii) becomes available to it thereafter was lawfully obtained from another source or an affiliate of it from other sources not known was publicly disclosed by such party to be bound by a confidentiality agreement the Company or other obligation of secrecyits agent or representative, or (iii) is required to be disclosed to any Regulatory Authority, or is otherwise required to be disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the prior written approval transactions contemplated by this Agreement. Upon any termination of this Agreement, Sterling will return to the other party Company or (iv) is or becomes readily ascertainable from published information or trade sourceswill destroy all documents furnished Sterling for its review and all copies of such documents made by Sterling. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable noticenotice and subject to applicable laws relating to the exchange of information, MSB the Company shall (and shall cause MSBthe Company’s Subsidiaries to) afford MCBF Purchaser and its representatives (including, without limitation, directors, officers and employees of MCBF Purchaser and its affiliates and counsel, accountants and other professionals retained by MCBFPurchaser) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, limitation tax returns and work papers of independent auditorsreturns), contracts, properties, personnel and to such other information relating to MSB the Company and MSBthe Company’s Subsidiaries as MCBF Purchaser may reasonably request. Upon reasonable notice; provided, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (includinghowever, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No that no investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party Company in this Agreement. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate and reasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From the date hereof until the Effective Time, MSB the Company shall, and shall cause MSBthe Company’s Subsidiaries to, promptly provide MCBF Purchaser with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government RegulatorGovernmental Entity, (iiiii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iviii) a copy of each press release made available to the public and (viv) all other information concerning its business, properties and personnel as MCBF Purchaser may reasonably request. Notwithstanding , provided that Purchaser shall not be entitled to receive reports or other documents relating to (x) matters involving this Agreement, (y) pending or threatened litigation or investigations if, in the foregoingopinion of counsel to the Company, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights presence of such entity’s customers, jeopardize designees would or might adversely affect the attorney-client privilege of the entity in possession or control of such informationconfidential nature of, or contravene any lawprivilege relating to, rulethe matters being discussed, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply(z) matters involving an Acquisition Proposal. (c) Each of MCBF and MSB agrees that it Purchaser will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all All information and documents obtained pursuant to this Section 5.3 unless be held in confidence to the extent required by, and in accordance with, the provisions of confidentiality set forth in a letter agreement, dated October 5, 2011 between Purchaser and the Company. (d) The Company shall give notice, and shall cause CommerceFirst Bank to give notice, to a designee of Purchaser, and shall invite such information person to attend all regular and special meetings of the Board of Directors of the Company and CommerceFirst Bank and all meetings of the Loan Committee of CommerceFirst Bank. The Company’s Disclosure Schedule sets forth the regularly scheduled meetings of the Boards of Directors of the Company and CommerceFirst Bank and of the Loan Committee of CommerceFirst Bank to be held in 2012, which disclosure is hereby deemed to constitute notice of and an invitation to Purchaser’s designee to attend, such meetings. Such designees shall have no right to vote and shall not attend sessions of the Boards of Directors or any committee thereof during which there is being discussed (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationshipmatters involving this Agreement, (ii) becomes available pending or threatened litigation or investigations if, in the opinion of counsel to it the Company, the presence of such designees would or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement might adversely affect the confidential nature of, or other obligation of secrecyany privilege relating to, the matters being discussed, or (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sourcesmatters involving an Acquisition Proposal. (de) From and after the date hereof, representatives of MCBF Purchaser and MSB the Company shall meet on a regular basis to discuss and plan for the conversion of MSBthe Company’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF Purchaser and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank MergerMerger or as soon thereafter as possible. (f) Within ten (10) Business Days of the end of each calendar month, the Company shall provide Purchaser with an updated list of Loans described in Section 3.2(x)(vi).

Access and Information. Prior to the Closing, Corniche and Strandtek shall (with personnel acceptable to the other Party as the disclosing party, which acceptance shall not be unreasonably withheld) be entitled to make or cause to be made such reasonable investigation of the disclosing party, and the financial and legal condition thereof, as it reasonably deems necessary or advisable, and each of Corniche and Strandtek, as the disclosing party, shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, each of Strandtek and Corniche, as the disclosing party, shall (a) Upon reasonable notice, MSB shall (and shall cause MSB’s Subsidiaries to) afford MCBF permit the other Party and its agents and representatives to have reasonable access to the premises, operating systems, computer systems (includinghardware and software), without limitationcomputer equipment and books and records of the disclosing party upon reasonable notice during regular business hours, directors(b) furnish or cause to be furnished to the other Party such financial and operating data, officers forecasts, business plans, strategic plans and employees of MCBF other data relating to Corniche, Strandtek and their businesses as the other Party shall reasonably request from time to time and (c) cause its accountants to furnish to the other Party and its affiliates and counsel, accountants and other professionals retained access to all work papers relating to any of the periods covered by MCBF) such reasonable access during normal business hours throughout financial statements provided by the period prior disclosing party to the Effective Time other Party hereunder, subject to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made execution by the other Party of such reasonable and customary documentation as the disclosing party in this Agreement. (b) From the date hereof until the Effective Time, MSB shall, and accountants shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant request to be executed. Prior to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoingClosing, neither MSB Corniche nor its Subsidiaries representatives shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant provided to this Section 5.3 it in confidence by Strandtek for any purpose unrelated to this Agreement, and in no event shall such persons use the consummation information provided by Strandtek competitively. Prior to the Closing, neither Strandtek nor its representatives shall use any information provided to it in confidence by Corniche for any purposes unrelated to this Agreement, and in no event shall such persons use the information provided by Corniche competitively. Except with respect to publicly available documents, in the event that this Agreement is terminated, (a) Corniche will deliver to Strandtek all documents obtained by it from Strandtek in confidence or otherwise and any copies thereof in the possession of Corniche or its agents and representatives or, at the option of Corniche, Corniche shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to Strandtek and (b) Strandtek will deliver to Corniche all documents obtained by it from Corniche in confidence or otherwise and any copies thereof in the possession of Strandtek or its agents and representatives or, at the option of Strandtek, Strandtek shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to Corniche. No investigation by Corniche or Strandtek heretofore or hereafter made shall modify or otherwise affect the conditions to the obligations of Corniche and Strandtek to consummate the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sourceshereby. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB Home Building Bancorp shall (and shall cause MSB’s Home Building Bancorp's Subsidiaries to) afford MCBF First Bancorp and its representatives (including, without limitation, directors, officers and employees of MCBF First Bancorp and its affiliates and counsel, accountants and other professionals retained by MCBFFirst Bancorp) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB Home Building Bancorp and MSB’s Home Building Bancorp's Subsidiaries as MCBF First Bancorp may reasonably request. Upon reasonable notice; PROVIDED, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (includingHOWEVER, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No that no investigation by any party pursuant to this Section SECTION 5.3 shall affect or be deemed to modify any representation or warranty made by the other party Home Building Bancorp in this Agreement. (b) From the date hereof until the Effective Time, MSB Home Building Bancorp shall, and shall cause MSB’s Home Building Bancorp's Subsidiaries to, promptly provide MCBF First Bancorp with (i) a copy of each report, schedule, registration statement and other document report filed with federal or received by it pursuant to the requirements of the Securities Act or the Exchange Actstate banking regulators, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iviii) a copy of each press release made available to the public and (viv) all other information concerning its business, properties and personnel as MCBF First Bancorp may reasonably request. Notwithstanding the foregoing, neither MSB Home Building Bancorp nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s 's customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it First Bancorp will not, and will cause its representatives not to, use any information obtained pursuant to this Section SECTION 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it First Bancorp will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section SECTION 5.3 unless such information (i) was already known to it First Bancorp or an affiliate of itFirst Bancorp, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it First Bancorp or an affiliate of it First Bancorp from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party Home Building Bancorp or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF First Bancorp and MSB Home Building Bancorp shall meet on a regular basis to discuss and plan for the conversion of MSB’s Home Building Bancorp's and its Subsidiaries’ ' data processing and related electronic informational systems to those used by MCBF First Bancorp and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger. (e) Home Building Bancorp shall give notice, and shall cause Home Building Savings to give notice, to a designee of First Bancorp, and shall invite such person to attend all regular and special meetings of the Board of Directors of Home Building Bancorp and Home Building Savings and all regular and special meetings of any senior management committee (including but not limited to the executive committee and the loan and discount committee of Home Building Savings) of Home Building Bancorp or Home Building Savings. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed (i) matters involving this Agreement, (ii) information or material that Home Building Bancorp or Home Building Savings is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of Home Building Bancorp or Home Building Savings, or (iii) pending or threatened litigation or investigations if, in the opinion of counsel to Home Building Bancorp, the presence of such designees would or might adversely affect the confidential nature of or any privilege relating to the matters being discussed.

Access and Information. (a) Upon reasonable noticeFrom the date hereof to the Effective Time, MSB shall (the Company shall, and shall cause MSB’s the Company Subsidiaries to) , afford MCBF to Parent and its representatives (includingofficers, without limitationemployees, directorsaccountants, officers and employees of MCBF and its affiliates and consultants, legal counsel, accountants financing sources and other professionals retained by MCBF) such representatives, upon reasonable prior notice, reasonable access during normal business hours throughout to (i) the period prior to management and key employees of the Effective Time to Company and Company Subsidiaries and (ii) all information concerning the booksbusiness, records (including, without limitation, tax returns and work papers of independent auditors)properties, contracts, properties, records and personnel of the Company and to such other information relating to MSB and MSB’s the Company Subsidiaries as MCBF Parent may reasonably request. Upon reasonable notice, MCBF shall (request to conduct such examination and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or business and business assets, including environmental matters, as is reasonably necessary for the Exchange Act, (ii) a copy purpose of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to consummating the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with transactions contemplated by this Agreement or would violate the rights (including any financing transactions of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior Parent with respect to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject ); provided that that such examination and investigation will be conducted at times and in a manner that does not unreasonably interfere with the operation of the Company's or the Company Subsidiaries' respective businesses. (b) Following the Effective Time, for so long as such information is retained by Parent or the Surviving Corporation (which shall be for a period of at least five (5) years), Parent shall permit the Stockholder Representative and its Affiliates and representatives (collectively, the "ABRY Parties") to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Parent, to the requirements books, records and personnel relating to the business of applicable lawthe Company, each of MCBF and MSB agrees to the extent that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information access may be reasonably required in connection with (i) was already known to it the preparation of any Junior Stockholder's Tax returns or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationshipwith any audit thereof, (ii) becomes available any suit, claim, action, proceeding or investigation relating to it the operation of the business of the Company and the Company Subsidiaries prior to the Effective Time or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed any regulatory filing or matter; provided that any such ABRY Parties shall reimburse Parent or the Surviving Corporation promptly for all reasonable out-of-pocket costs and expenses incurred by Parent or the Surviving Corporation in connection with any such request and neither Parent nor the Surviving Corporation will be required to take any such action unless it has received reasonable assurance that such reimbursement will be paid. Parent and the Surviving Corporation, as applicable, shall attempt in good faith to maintain such books and records in an easily accessible format and at accessible locations. (c) Following the Effective Time, Parent shall, and shall instruct its and the Surviving Corporation's employees to, at any Junior Stockholder's reasonable request, cooperate with such Junior Stockholder as may be reasonably required in connection with the prior written approval investigation and defense of any suit, claim, action, proceeding or investigation relating to the business of the other party Company that is brought against such Junior Stockholder or (iv) is any of its Affiliates at any time after the Effective Time; provided, that such Junior Stockholder shall reimburse Parent or becomes readily ascertainable from published information the Surviving Corporation promptly for all reasonable out-of-pocket costs and expenses incurred by Parent or trade sourcesthe Surviving Corporation in connection with any such request and neither Parent nor the Surviving Corporation will be required to take any such action unless it has received reasonable assurance that such reimbursement will be paid. (d) From Notwithstanding anything to the contrary contained in this Section 7.1, the access to books and after records contemplated by Section 7.1(b) and Section 7.1(c) hereof (i) shall be subject to the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation terms of the Bank Mergerconfidentiality agreement set forth in the Selling Stockholders Agreement, (ii) in the case of materials that are privileged under laws concerning evidence, shall be subject to such agreements as may be reasonably requested by the Surviving Corporation in order to preserve and maintain any such privilege, and (iii) subject to Section 9.4(c), shall not extend to materials primarily related to any matter that is the subject of a claim for indemnification pursuant to Article IX hereof.

Access and Information. (a) Upon reasonable noticeWith respect to each Service provided hereunder and to the extent applicable, MSB MLP shall (grant, and shall cause MSB’s its Subsidiaries to) afford MCBF to grant, to the personnel and its representatives (including, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants and other professionals retained by MCBF) such Services Provider reasonable access during normal business hours throughout to their respective locations, systems, records and information as reasonably necessary for Services Provider to perform its obligations hereunder. When on the period property owned or controlled by MLP, or when given access to any systems, software or networks owned or controlled by MLP, Services Provider shall: (a) comply with applicable policies and procedures concerning health, safety, security, data privacy, confidentiality and data security; (b) comply with MLP’s reasonable directions from time to time relating to such access; (c) not commit waste or damage to MLP’s property or systems; (d) not make material changes or improvements to such property or systems without MLP’s prior written consent; and (e) permit its personnel to be appropriately supervised, directed and/or accompanied during such access as requested by MLP; provided, however, that in each such case: (i) the access of Services Provider shall not unreasonably interfere with any of the business or operations of MLP; and (ii) in the event that MLP reasonably determines that providing such access could be commercially detrimental, violate any Law or agreement or waive any attorney-client privilege, then the Parties shall promptly use commercially reasonable efforts to permit such access in a manner that avoids any such harm or consequence. (b) For each Service, if requested by MLP, Services Provider shall deliver to MLP, to the Effective Time extent reasonably available, as soon as reasonably practicable, all information received, stored or created for the benefit of MLP in the form in which it exists, whether in electronic and/or hard copy form, as may be reasonably requested. MLP shall reimburse Services Provider for the reasonable costs of providing such information. (c) Services Provider shall grant to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such MLP reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management respective locations, systems, records and all materials relating information as reasonably requested by MLP to its business or operations furnished to its Board facilitate the orderly transition of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions operatorship contemplated by this Agreement. Subject When on the property owned or controlled by Services Provider, or when given access to the requirements of any systems, software or networks owned or controlled by Services Provider, MLP shall (and shall direct its Subsidiaries and its and their representatives to): (a) comply with applicable lawpolicies and procedures concerning health, each of MCBF safety, security, data privacy, confidentiality and MSB agrees that it will keep confidential, data security; (b) comply with Services Provider’s reasonable directions from time to time relating to such access; (c) not commit waste or damage to Services Provider’s property or systems; (d) not make material changes or improvements to such property or systems without Services Provider’s prior written consent; (e) permit its personnel and will cause its representatives to keep confidentialbe appropriately supervised, all information and documents obtained pursuant to this Section 5.3 unless directed and/or accompanied during such information access as requested by Services Provider; provided, however, that in each such case: (i) was already known to it the access of MLP shall not unreasonably interfere with any of the business or an affiliate operations of it, other than pursuant to a confidentiality agreement or other confidential relationship, Services Provider; and (ii) becomes available to it in the event that Services Provider reasonably determines that providing such access could be commercially detrimental, violate any Law or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecywaive any attorney-client privilege, (iii) is disclosed with then the prior written approval of the other party Parties shall promptly use commercially reasonable efforts to permit such access in a manner that avoids any such harm or (iv) is or becomes readily ascertainable from published information or trade sourcesconsequence. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (ai) Upon reasonable noticeFrom and after the date hereof until the Closing, MSB Diversified and Ellsmere shall, and Seller shall (provide and shall cause MSB’s Subsidiaries Diversified and Ellsmere to) afford MCBF , provide BostonFed, its employees, consultants and representatives, including, without limitation, its representatives attorneys, accountants and financial advisors, reasonable access to the facilities of Diversified and Ellsmere to make such investigations of the property and plant and such examination of the books, personnel and additional financial and operating data and other information relating to Diversified and Ellsmere (including, without limitation, directorsall documents, officers or copies thereof, listed in the Disclosure Letter, and employees all files, records and papers of MCBF any and all proceedings and matters listed in the Disclosure Letter) as BostonFed may reasonably request on reasonable notice, and cause its affiliates and counselofficers, employees, consultants, agents, accountants and other professionals retained by MCBF) such reasonable access during normal business hours throughout the period prior attorneys to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB cooperate fully with BostonFed and its representatives (including, without limitation, directors, officers in connection with such review and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank examination and to make full disclosure to BostonFed of all facts affecting the financial condition and operations of Diversified and Ellsmere; provided, however, that any such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 or examination shall not affect or be deemed to modify otherwise diminish or obviate in any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements respect any of the Securities Act representations and warranties of Diversified and Ellsmere or the Exchange ActSeller. BostonFed, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management Diversified and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it Ellsmere will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 4.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it BostonFed will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 4.2 unless such information (ia) was already known to it such party or an affiliate of itsuch party, other than pursuant to a confidentiality agreement or other confidential relationship, (iib) becomes available to it such party or an affiliate of it such party from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iiic) is disclosed with the prior written approval of the other party or (ivd) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, BostonFed shall promptly cause all copies of documents or extracts thereof containing information and data as to Diversified and Ellsmere to be returned to Diversified and Ellsmere. (dii) From and after the date hereofhereof until the Closing, representatives Diversified and Ellsmere shall, and Seller shall cause Diversified and Ellsmere to, provide BostonFed, a monthly unaudited consolidated balance sheet, statement of MCBF income, retained earnings, cash flows of Diversified and MSB shall meet on a regular basis to discuss Ellsmere, for such month and plan for the conversion current fiscal year to date, as soon as practicable after the end of MSB’s each month, and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Mergerin any event within thirty (30) days thereafter.

Access and Information. (a) Upon reasonable notice, MSB The Company and the Stockholders (but only with respect to their respective Health Care Benefits Businesses) shall (and shall cause MSB’s their respective affiliates to) afford to Acquiror and its officers, employees, accountants, consultants, legal counsel and other representatives reasonable access upon reasonable notice to all information concerning the business, properties, contracts, records and personnel of the Company, the Stockholders (but only with respect to their respective Health Care Benefits Businesses) or their respective affiliates as Acquiror may reasonably request. (b) Acquiror shall (and shall cause its Subsidiaries to) afford MCBF to the Company, the Stockholders and its representatives (includingtheir respective officers, without limitationemployees, directorsaccountants, officers and employees of MCBF and its affiliates and counselconsultants, accountants legal counsel and other professionals retained by MCBF) such representatives reasonable access during normal business hours throughout upon reasonable notice to all information concerning the period prior to the Effective Time to the booksbusiness, records (including, without limitation, tax returns and work papers of independent auditors)properties, contracts, properties, records and personnel and to such other information relating to MSB and MSB’s of Acquiror or its Subsidiaries as MCBF the Company or the Stockholders may reasonably request. Upon delivery of each of the Initial and Second Company Earnings Statements under Section 2.03 or any Earn- Out Statement under Section 2.05, the Company shall afford to the Stockholders' and, in the case of the Initial and Second Company Earnings Statements, Acquiror's accounting representatives prompt and reasonable noticeaccess upon reasonable notice to all information reasonably necessary to verify calculation of Company Earnings and the amount of Contingent Consideration payable, MCBF the Claims Accrual Adjustment and the amount of adjustments to Contingent Consideration, or Earnings Per Share and the amount of any Earn-Out payment payable for an Earn-Out Year, as the case may be. The Company shall (and shall cause Monarch Community Bank to) afford MSB make its employees who are familiar with such matters, its independent outside accounting firm and its outside actuarial advisors (if any) available to the Stockholders and Acquiror and their respective representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such on a mutually convenient basis at reasonable access times during normal business hours throughout the period prior to the Effective Time to the executive officers provide an explanation of MCBF such materials and Monarch Community Bank and to provide such other information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Timeincluding, MSB shall, and shall cause MSB’s Subsidiaries but not limited to, promptly provide MCBF accountants work papers and reserve calculations) as the Stockholders and Acquiror and their respective representatives may reasonable request in connection with (i) a copy their review of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act Initial and Second Company Earnings Statements or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorneyEarn-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyOut Statement. (c) Each of MCBF and MSB agrees that it will notThe parties will, and will cause its their respective officers, employees, accountants, consultants, legal counsel and other representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to comply with all of their respective obligations under the consummation of Confidentiality Agreement dated March 21, 1995 between the transactions contemplated by this Agreement. Subject to Company and Acquiror and the requirements of applicable lawConfidentiality Agreements, dated May 11, 1995, between Acquiror and each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sourcesStockholder. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB MBLA ---------------------- shall (and shall cause MSB’s its Subsidiaries to) afford MCBF Citizens and its representatives (including, without limitation, directors, officers and employees of MCBF Citizens and its affiliates and counsel, accountants and other professionals retained by MCBFCitizens) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF MBLA and its Subsidiaries as MSB Citizens may reasonably request. No ; PROVIDED, HOWEVER, that no investigation by any party pursuant to this Section 5.3 SECTION 4.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB shall, herein. MBLA shall provide Citizens with true and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy complete copies of each report, schedule, registration statement all financial and other document filed or received by it pursuant information relating to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished of MBLA and its Subsidiaries that is provided to its directors of MBLA and Macon Building & Loan in connection with meetings of their Board of DirectorsDirectors of committees thereof. In furtherance, (iv) a copy and not in limitation of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries MBLA shall be make available to Citizens all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege by reason of the entity in possession Merger or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this AgreementBank Merger. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it Citizens will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 SECTION 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it Citizens will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 SECTION 4.3 unless such information (i) was already known to it Citizens or an affiliate of itCitizens, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it Citizens or an affiliate of it Citizens from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party MBLA or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the party that furnished the same. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon Prior to the Effective Time, upon reasonable noticenotice and subject to applicable Laws relating to the exchange of information, MSB shall for the purpose of verifying the representations and warranties of the TCB Holdings Parties and compliance by the TCB Holdings Parties with their covenants and agreements set forth herein, and preparing for the Parent Merger and the other matters contemplated by this Agreement (including for purposes of integration planning), the TCB Holdings Parties shall, and shall cause MSB’s their respective Subsidiaries to) , afford MCBF to Reliant and its Reliant Bank and their representatives (including, including without limitation, limitation their directors, officers officers, and employees of MCBF and its affiliates and financial advisors, legal counsel, accountants accountants, and other professionals retained by MCBFReliant and Reliant Bank) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (includingrecords, without limitation, tax returns and work papers of independent auditors), contractsContracts, properties, personnel assets, personnel, and to information technology systems of the TCB Holdings Parties and their respective Subsidiaries, as well as such other information relating to MSB and MSB’s the TCB Holdings Parties or their respective Subsidiaries as MCBF Reliant and Reliant Bank may reasonably request. Upon Prior to the Effective Time, upon reasonable noticenotice and subject to applicable Laws relating to the exchange of information, MCBF shall (for the purpose of verifying the representations and warranties of Reliant and compliance by Reliant with its covenants and agreements set forth herein, Reliant shall, and shall cause Monarch Community Bank its Subsidiaries to) , afford MSB to the TCB Holdings Parties and its their representatives (including, including without limitation, limitation their directors, officers officers, and employees of MSB and its affiliates and financial advisors, legal counsel, accountants accountants, and other professionals retained by MSBthe TCB Holdings Parties) such reasonable access during normal business hours throughout to such information relating to Reliant or its Subsidiaries as the period TCB Holdings Parties may reasonably request. (b) From the date of this Agreement until the Effective Time, each of the TCB Holdings Parties shall reasonably promptly furnish to Reliant (i) a copy of any material report, application, notice, schedule, or other document or instrument filed with or received from any Governmental Entity (other than any such materials which the TCB Holdings Parties are not permitted to disclose under applicable Law) and (ii) such other information regarding their and their respective Subsidiaries’ businesses, properties, assets, or personnel as Reliant may reasonably request. Additionally, prior to the Effective Time Time, TCB Holdings shall deliver to Reliant (i) as soon as reasonably practicable, but in no event more than 45 days, after the executive officers end of MCBF each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31) its unaudited consolidated balance sheet and Monarch Community Bank the related unaudited consolidated statement of income as of the end of and for such quarter prepared in a manner consistent with the Interim Financial Statements and (ii) as soon as reasonably practicable, but in no event more than 60 days, after the end of each fiscal year ending after the date of this Agreement, its audited consolidated balance sheet and the related audited consolidated statements of operations, comprehensive earnings, changes in stockholders’ equity, and cash flows as of the end of and for such year (together with the notes thereto and accompanied by the audit reports of TCB Holdings’ independent accountant(s)) prepared in all material respects in accordance with GAAP. (c) Any investigation by a Party or its representatives pursuant to such information regarding MCBF and its Subsidiaries as MSB may reasonably requestthis Section 7.3 shall be conducted in a manner that does not unreasonably interfere with the business operations of the party being investigated. No investigation by any party the Parties or their representatives pursuant to this Section 5.3 7.3 shall affect or be deemed to modify any representation of the representations, warranties, covenants, or warranty made by agreements of the other party Parties set forth in this Agreement. (b) From . Neither the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed TCB Holdings Parties or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB Reliant nor its their respective Subsidiaries shall be required to provide access to or to disclose information pursuant to this Section 7.3 where such access or disclosure relates to any party’s compliance with this Agreement or would violate or prejudice the rights of such entity’s their respective customers, jeopardize the attorney-client privilege of the entity party in possession or control of such informationinformation (after giving due consideration to the existence of any common interest, joint defense, or similar agreement between the Parties), or contravene any lawLaw, rulefiduciary duty, regulation, order, judgment, decree or binding agreement Contract entered into prior to the date of this Agreement. The parties hereto will Parties agree to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous preceding sentence apply. (cd) Each The TCB Holdings Confidentiality Agreement and Reliant Confidentiality Agreement, to the extent the same are not inconsistent with the terms of MCBF this Agreement, will remain in full force and MSB agrees that it will noteffect following the date of this Agreement, whether or not the Parent Merger occurs, in accordance with their respective terms, and will cause its each of TCB Holdings and the Bank, on the one hand, and Reliant, on the other hand, shall hold all information furnished by or on behalf of any other Party or any of such other Party’s respective Subsidiaries or representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated Agreement in confidence to the consummation extent required by, and in accordance with, the provisions of the transactions contemplated by this TCB Holdings Confidentiality Agreement and Reliant Confidentiality Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sourcesrespectively. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable noticeCody Company shall, MSB shall (and shall cause MSB’s its Subsidiaries toto (i) afford MCBF to Acquiror and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the "Acquiror Representatives") reasonable access ------------------------ at reasonable times, upon not less than 48 hours' notice, to the officers, employees, accountants, consultants, legal counsel, agents, properties, offices and other facilities of Cody Company and its Subsidiaries (Cody Company agrees to cause such officers, employees, accountants, consultants, and legal counsel to cooperate fully with such Acquiror Representatives) and to the books and records thereof and (ii) furnish promptly to Acquiror and the Acquiror Representatives such information concerning the business, assets, contracts, records and personnel of Cody Company and its Subsidiaries (including, without limitation, financial, operating and other data and information) as may reasonably be requested from time to time by Acquiror. Any investigation undertaken pursuant to this Section 6.04(a) shall be at Acquiror's sole risk and expense. (b) Acquiror shall, and shall cause its Subsidiaries to (i) afford to Cody Company and its officers, directors, officers employees, accountants, consultants, legal counsel, agents and employees other representatives (collectively, the "Cody ---- Representatives") reasonable access at reasonable times, upon not less than 48 --------------- hours' notice, to the officers, employees, accountants, consultants, legal counsel, agents, properties, offices and other facilities of MCBF Acquiror and its affiliates and Subsidiaries (Acquiror agrees to cause such officers, employees, accountants, consultants, legal counsel, accountants and other professionals retained by MCBFagents to cooperate fully with the Cody Representatives) such reasonable access during normal business hours throughout the period prior and to the Effective Time books and records thereof and (ii) furnish promptly to Cody Company and the booksCody Company Representatives such information concerning the business, assets, properties, contracts, records and personnel of Acquiror and its Subsidiaries (including, without limitation, tax returns financial, operating and work papers of independent auditors), contracts, properties, personnel other data and to such other information relating to MSB and MSB’s Subsidiaries information) as MCBF may reasonably requestbe requested from time to time by Cody Company. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No Any investigation by any party undertaken pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b6.04(b) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyat Cody Company's sole risk and expense. (c) Each Notwithstanding the foregoing provisions of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated 6.04, neither Party shall be required to grant access or furnish information to the consummation other Party to the extent that such access or the furnishing of such information is prohibited by law. No investigation by the Parties hereto made heretofore or hereafter shall affect the representations and warranties of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, Parties which are herein contained and each of MCBF such representation and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless warranty shall survive such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sourcesinvestigation. (d) From The information received pursuant to Section 6.04(a) and after (b) shall be deemed to be "Confidential Information" for purposes of any confidentiality ------------------------ agreement entered into between Acquiror or any of its Affiliates and Cody Company or any of its Affiliates that is related to the date hereoftransactions contemplated hereby (the "Confidentiality Agreements"). -------------------------- (e) At any time prior to the Closing, representatives upon written notice from Acquiror, Cody Company shall cause Cody Energy to pay transfer fees, in the amounts and to such parties as directed by Acquiror, in order to accomplish such transfer of MCBF seismic license agreements and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Mergerother agreements concerning Intellectual Property as Acquiror may direct.

Access and Information. (a) Upon reasonable notice, MSB Eagle shall (and shall cause MSBEagle’s Subsidiaries to) afford MCBF Community Trust and its representatives (including, without limitation, directors, officers and employees of MCBF Community Trust and its affiliates and counsel, accountants and other professionals professionals, agents and representatives retained by MCBFCommunity Trust) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB Eagle and MSBEagle’s Subsidiaries as MCBF Community Trust may reasonably request. Upon reasonable notice, MCBF Community Trust shall (and shall cause Monarch Community Bank Trust’s Subsidiaries to) afford MSB Eagle and its representatives (including, without limitation, directors, officers and employees of MSB Eagle and its affiliates and counsel, accountants and other professionals retained by MSBEagle) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank Trust and to such information regarding MCBF Community Trust and its Subsidiaries as MSB Eagle may reasonably request. No investigation by any party pursuant to this Section 5.3 5.2 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB Eagle shall, and shall cause MSBEagle’s Subsidiaries to, promptly provide MCBF Community Trust with (i) a copy of each report, schedule, registration statement and other document report filed with federal or received by it pursuant to the requirements of the Securities Act or the Exchange Actstate banking regulators, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iviii) a copy of each press release made available to the public and (viv) all other information concerning its business, properties and personnel as MCBF Community Trust may reasonably request. Notwithstanding the foregoing, neither MSB Eagle nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF Community Trust and MSB agrees Eagle hereby acknowledge that it will notthey are parties to and bound by those certain confidentiality agreements dated May 3, 2007 and May 11, 2007 (collectively, the “Confidentiality Agreements”), and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation agree that each of the transactions contemplated by this Agreement. Subject to Confidentiality Agreements shall survive the requirements of applicable law, each of MCBF Closing and MSB agrees that it will keep confidential, remain in full force and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed effect in accordance with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sourcestheir respective terms. (d) From and after the date hereof, representatives of MCBF Community Trust and MSB Eagle shall meet on a regular basis to discuss and plan for the conversion of MSBEagle’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF Community Trust and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger. (e) From and after the date hereof, Eagle shall permit Community Trust’s executive officers to meet with the financial officers of Eagle and its Subsidiaries, including officers responsible for the financial statements, internal controls and disclosure procedures of Eagle and its Subsidiaries, to discuss such matters as Community Trust may deem reasonably necessary or appropriate for Community Trust to satisfy its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (f) Each of Eagle and its Subsidiaries shall use commercially reasonable efforts to preserve the possession and control of all of its assets, to preserve the goodwill of its customers and others with whom it has business relations, and to do nothing knowingly to impair its ability to keep and preserve its businesses existing on the date of this Agreement. Without in any way limiting the foregoing, each of Eagle and its Subsidiaries shall use commercially reasonable efforts, and shall cause its employees, agents and representatives to use their commercially reasonable efforts, to preserve, safeguard and maintain for the benefit of Eagle and its Subsidiaries the confidentiality of all customer lists, records and other information not generally known to the public relating to customers, business or operations of Eagle or its Subsidiaries. In addition, neither Eagle nor any of its Subsidiaries shall, without first consulting with Community Trust, make any significant investment decisions, including, without limitation, engaging in any interest rate swaps, futures or options transactions, or purchases or sales of any marketable securities other than overnight Federal Reserve funds, Federal Reserve funds from correspondent banks, short-term U.S. Treasury securities or short-term securities of U.S. government agencies. Eagle shall cause Eagle Bank to continue to manage and monitor its loan and investment portfolio in a manner consistent with sound lending and investment practices outlined by applicable regulations. Eagle shall also deliver to Community Trust not less than monthly a list of all of Eagle Bank’s new loans or increases in existing loans to customers setting forth the amount of such loans, the collateral securing such loans, and any other matters or information concerning such loans as Community Trust shall reasonably request. Notwithstanding any other provision of this Agreement, neither Eagle nor any of its Subsidiaries shall enter into any agreements or modifications of existing agreements with data processing or similar service providers without the prior written consent of Community Trust.

Access and Information. (a) Upon reasonable notice, MSB Target shall (and shall cause MSB’s its Subsidiaries to) afford MCBF Acquiror and its representatives (including, without limitation, directors, officers and employees of MCBF Acquiror and its affiliates and counsel, accountants and other professionals retained by MCBFAcquiror) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB Target and MSB’s Subsidiaries Target Bank as MCBF Acquiror may reasonably request. Upon reasonable notice; PROVIDED, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (includingHOWEVER, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No that no investigation by any party pursuant to this Section 5.3 SECTION 4.3 shall affect or be deemed to modify any representation or warranty made by the other party Target in this Agreement. In furtherance, and not in limitation of the foregoing, Target shall make available to Acquiror all information necessary and appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger or the Bank Merger. (b) From As soon as reasonably available, but in no event more than 45 days after the date hereof until end of each fiscal quarter (and 90 days in the Effective Timecase of the fourth fiscal quarter), MSB shallTarget shall deliver to Acquiror its Quarterly and Annual Reports, as filed with the SEC under the Exchange Act. Target shall deliver to Acquiror any Current Reports on Form 8-K promptly after filing such reports with the SEC and shall cause MSB’s Subsidiaries to, promptly provide MCBF Acquiror with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each any press release promptly after such release is made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applypublic. (c) Each of MCBF and MSB agrees that it Acquiror will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 SECTION 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it Acquiror will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 SECTION 4.3 unless such information (i) was already known to it Acquiror or an affiliate of itAcquiror, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it Acquiror or an affiliate of it Acquiror from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party Target or (iv) is or becomes readily ascertainable from published information or trade sources. (d) During the period of time beginning on the date of this Agreement and continuing to the Effective Time, Target shall permit one representative of Acquiror (in Acquiror's sole discretion) to attend any and all meetings of the Investment Committee of Target Bank's Board of Directors. Target shall furnish such person with advance notice of such meetings as if such person were a member of the Investment Committee of Target Bank's Board of Directors. (e) From and after the date hereof, representatives of MCBF Acquiror and MSB Target shall meet on a regular basis to discuss and plan for the conversion of MSB’s Target's and its Subsidiaries’ ' data processing and related electronic informational systems to those used by MCBF Acquiror and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable noticeDuring the period from the date of this Agreement through the Effective Time: (i) the Company shall, MSB shall (and shall cause MSB’s its Subsidiaries to) , afford MCBF Sterling and its representatives (includingaccountants, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants counsel and other professionals retained by MCBF) such reasonable representatives full access during normal business hours throughout the period prior to the Effective Time to the properties, books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, propertiesTax Returns, personnel Reports, commitments and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees records of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF Company and its Subsidiaries as MSB may at any time, and from time to time, for the purpose of conducting any review or investigation reasonably request. No investigation by any party pursuant related to this Section 5.3 Agreement or the Merger, and the Company and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling provides the Company with reasonable notice of Sterling’s on-site visits and that Sterling does not unreasonably interfere with the business operations of the Company during the course of such visits; and (ii) Sterling shall affect upon reasonable notice make copies of the Sterling SEC Reports and other information reasonably related to Sterling’s operations or be deemed financial performance available to modify the Company and its advisors for purposes of any representation review or warranty made by report to the other party Company Board in this Agreementevaluating the Merger. (b) From During the period from the date hereof until of this Agreement through the Effective Time, MSB shall, and the Company shall cause MSB’s Subsidiaries to, promptly provide MCBF with furnish to Sterling (i) a copy of each report, schedule, registration statement and other document all Reports which are filed or received by it pursuant to after the requirements of date hereof promptly upon the Securities Act or the Exchange Actfiling thereof, (ii) a copy of each report Tax Return filed with a Government Regulatorby it after the date hereof, and (iii) a copy monthly and other interim financial statements in the form prepared by the Company for its internal use. During this period, the Company shall notify Sterling promptly of each periodic report to its senior management and all materials relating to its business any material change in the Condition of the Company or operations furnished to its Board any of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries and Sterling shall be required to provide access to or to disclose information where such access or disclosure relates to the Company promptly with any party’s compliance with 8-Ks filed by Sterling during this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyperiod. (c) Each During the period from the date of MCBF this Agreement through the Effective Time, the Company shall provide Sterling such additional information as Sterling may request from time to time regarding the loans, credit facilities and/or collateral therefor as may be specified by Sterling. The Company shall also make available to Sterling its loan files, correspondence and MSB other records regarding any such specified loans, credit facilities and/or collateral. (d) Notwithstanding the foregoing provisions of this Section 8.1, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties which are contained herein and each such representation and warranty shall survive such investigation. (e) Sterling agrees that it will not, and will cause its representatives not to, use keep confidential any information obtained pursuant furnished to this Section 5.3 for any purpose unrelated to it by the consummation of Company in connection with the transactions contemplated by this Agreement. Subject Agreement which is reasonably designated as confidential at the time of delivery, except to the requirements of applicable law, each of MCBF and MSB agrees extent that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, Sterling and was received from a source other than pursuant to a confidentiality agreement the Company or other confidential relationshipany of its Subsidiaries, directors, officers, employees or agents, (ii) becomes available to it thereafter was lawfully obtained from another source or an affiliate of it from other sources not known was publicly disclosed by such party to be bound by a confidentiality agreement the Company or other obligation of secrecyits agent or representative, or (iii) is required to be disclosed to any Regulatory Authority, or is otherwise required to be disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the prior written approval transactions contemplated by this Agreement. Upon any termination of this Agreement, Sterling will return to the other party Company or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From will destroy all documents furnished Sterling for its review and after the date hereofall copies of such documents made by Sterling. The Company agrees to keep confidential, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries in accordance with the goal provisions of conducting such conversion simultaneously this Section 8.1(e), any information furnished to it by Sterling in connection with the consummation transactions contemplated by this Agreement that is reasonably designated as confidential at the time of delivery. The Company agrees not to use any such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the Bank Mergertransactions contemplated by this Agreement. Upon any termination of this Agreement, the Company will return to Sterling or will destroy all documents containing any such confidential information furnished to the Company for its review and all copies of such documents made by the Company.

Access and Information. (a) Upon Prior to the Effective Time, upon reasonable noticenotice and subject to applicable Laws relating to the exchange of information, MSB shall for the purpose of Reliant verifying the representations and warranties of the Company and compliance by the Company with its covenants and agreements set forth herein, and preparing for the Mergers and the other matters contemplated by this Agreement (including without limitation for purposes of integration planning), the Company shall, and shall will cause MSB’s its Subsidiaries to) , afford MCBF to Reliant and its Reliant Bank and their representatives (including, including without limitation, limitation their directors, officers officers, and employees of MCBF and its affiliates and financial advisors, legal counsel, accountants accountants, and other professionals retained by MCBFReliant or Reliant Bank) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (includingrecords, without limitation, tax returns and work papers of independent auditors), contractsContracts, properties, personnel assets, personnel, and to information technology systems of the First Advantage Parties and their respective Subsidiaries, as well as such other information relating to MSB and MSB’s the First Advantage Parties or their respective Subsidiaries as MCBF Reliant or Reliant Bank may reasonably request. Upon Prior to the Effective Time, upon reasonable noticenotice and subject to applicable Laws relating to the exchange of information, MCBF shall (for the purpose of the Company verifying the representations and shall warranties of Reliant and compliance by Reliant with its covenants and agreements set forth herein, Reliant shall, and will cause Monarch Community Bank its Subsidiaries to) , afford MSB to the First Advantage Parties and its their representatives (including, including without limitation, limitation their directors, officers officers, and employees of MSB and its affiliates and financial advisors, legal counsel, accountants accountants, and other professionals retained by MSBthe First Advantage Parties) such reasonable access during normal business hours throughout to such information relating to Reliant and Reliant Bank or their respective Subsidiaries as the period First Advantage Parties may reasonably request. (b) From the date of this Agreement until the Effective Time, each of the First Advantage Parties shall reasonably promptly furnish to Reliant (i) a copy of any report, application, notice, schedule, or other document or instrument filed with or received from any Governmental Entity (other than any such materials which the First Advantage Parties are not permitted to disclose under applicable Law) and (ii) such other information regarding their and their respective Subsidiaries’ businesses, properties, assets, or personnel as Reliant may reasonably request. Additionally, prior to the Effective Time Time, the Company shall deliver to Reliant (y) as soon as reasonably practicable, but in no event more than 45 days, after the executive officers end of MCBF each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31) its unaudited consolidated balance sheet and Monarch Community Bank the related unaudited consolidated statement of income as of the end of and for such quarter prepared in a manner consistent with the Interim Company Financials and (z) as soon as reasonably practicable, but in no event more than 60 days, after the end of each fiscal year ending after the date of this Agreement, its audited consolidated balance sheet and the related audited consolidated statements of operations, comprehensive earnings, changes in stockholders’ equity, and cash flows as of the end of and for such year (together with the notes thereto and accompanied by the audit reports of the Company’s independent accountant(s)) prepared in all material respects in accordance with GAAP. (c) Any investigation by a Party or its representatives pursuant to such information regarding MCBF and its Subsidiaries as MSB may reasonably requestthis Section 7.3 shall be conducted in a manner that does not unreasonably interfere with the business operations of the Person being investigated. No investigation by any party the Parties or their representatives pursuant to this Section 5.3 7.3 shall affect or be deemed to modify any representation of the representations, warranties, covenants, or warranty made by agreements of the other party Parties set forth in this Agreement. (b) From . Neither Reliant nor the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB Company nor its their respective Subsidiaries shall be required to provide access to or to disclose information pursuant to this Section 7.3 where such access or disclosure relates to any party’s compliance with this Agreement or would violate or prejudice the rights of such entity’s customerscustomers of Reliant, Reliant Bank, or the First Advantage Parties, as the case may be, jeopardize the attorney-client privilege of the entity party in possession or control of such informationinformation (after giving due consideration to the existence of any common interest, joint defense, or similar agreement between the Parties), or contravene any lawLaw, rulefiduciary duty, regulation, order, judgment, decree or binding agreement Contract entered into prior to the date of this Agreement. The parties hereto will Parties agree to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous immediately preceding sentence apply. (cd) Each The Company Confidentiality Agreement and Reliant Confidentiality Agreement, to the extent the same are not inconsistent with the terms of MCBF this Agreement, will remain in full force and MSB agrees that it will noteffect following the date of this Agreement, whether or not the Merger occurs, in accordance with their respective terms, and will cause its each of the Company, on the one hand, and Reliant, on the other hand, shall hold all information furnished by or on behalf of the other Party or any of such other Party’s respective Subsidiaries or representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated Agreement in confidence to the consummation extent required by, and in accordance with, the provisions of the transactions contemplated by this Company Confidentiality Agreement and Reliant Confidentiality Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sourcesrespectively. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB CKF Bancorp shall (and shall cause MSB’s its Subsidiaries to) afford MCBF Kentucky First and its representatives (including, without limitation, directors, officers and employees of MCBF Kentucky First and its affiliates and counsel, accountants and other professionals retained by MCBFKentucky First) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB CKF Bancorp and MSBCKF Bancorp’s Subsidiaries as MCBF Kentucky First may reasonably request. Upon reasonable notice; provided, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (includinghowever, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No that no investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party CKF Bancorp in this Agreement and, provided further, that CKF Bancorp need not furnish, and need not cause its Subsidiaries to furnish, access to books, records, contracts, properties or information to the extent such books, records, contracts, properties or information disclose (i) matters involving this Agreement, (ii) information or material that CKF Bancorp or Central Kentucky Federal is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of CKF Bancorp or Central Kentucky Federal, or (iii) pending or threatened litigation or investigations if, in the opinion of counsel to CKF Bancorp, the granting of such access would or might adversely affect the confidential nature of or any privilege relating to the matters being discussed. Notwithstanding the foregoing, neither CKF Bancorp nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (b) From the date hereof until the Effective Time, MSB CKF Bancorp shall, and shall cause MSBCKF Bancorp’s Subsidiaries to, promptly provide MCBF Kentucky First with (i) a copy of each report, schedule, registration statement and other document report filed with federal or received by it pursuant to the requirements of the Securities Act or the Exchange Actstate banking regulators, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iviii) a copy of each press release made available to the public and (viv) all other information concerning its business, properties and personnel as MCBF Kentucky First may reasonably request, provided, however, that CKF Bancorp need not provide, and need not cause its Subsidiaries to provide, copies of any portion of a document disclosing (i) matters involving this Agreement, (ii) information or material that CKF Bancorp or Central Kentucky Federal is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of CKF Bancorp or Central Kentucky Federal, or (iii) pending or threatened litigation or investigations if, in the opinion of counsel to CKF Bancorp, such provision would or might adversely affect the confidential nature of or any privilege relating to the matters being discussed. Notwithstanding the foregoing, neither MSB CKF Bancorp nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it Kentucky First will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF Kentucky First and MSB CKF Bancorp shall meet on a regular basis to discuss and plan for the conversion of MSBCKF Bancorp’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF Kentucky First and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB KF shall (and shall cause MSB’s Subsidiaries to) afford MCBF the Cincinnati Federal Parties and its representatives (including, without limitation, directors, officers and employees of MCBF the Cincinnati Federal Parties and its affiliates and counsel, accountants and other professionals retained by MCBFthe Cincinnati Federal Parties) such reasonable access during normal business hours throughout the period prior to before the Effective Time to the books, records (including, without limitation, tax returns and and, subject to the requirements of KF’s independent auditor, work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries KF as MCBF the Cincinnati Federal Parties may reasonably request. Upon reasonable notice; provided, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (includinghowever, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No that no investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party KF in this Agreement. (b) From the date hereof until the Effective TimeTime of the Merger, MSB shall, and KF shall cause MSB’s Subsidiaries to, promptly provide MCBF the Cincinnati Federal Parties with (i) a copy of each report, schedule, registration statement schedule and other document filed with or received by it pursuant to the requirements of the Securities Act from a Governmental Entity, unless prohibited by law or the Exchange Actregulation, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report any materials furnished to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iviii) a copy of each press release made available to the public and (viv) all any other information concerning its business, properties and personnel as MCBF the Cincinnati Federal Parties may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries KF shall not be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entityKF’s customers, jeopardize the KF’s attorney-client privilege of the entity in possession or control of such informationprivilege, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to before the date of this Agreement. The parties hereto will use their best efforts to make appropriate substitute disclosure arrangements arrangements, consistent with law, under the circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it The Cincinnati Federal Parties will not, and will cause its their representatives not to, use any information and documents obtained in the course of the consideration of the consummation of the transactions contemplated by this Agreement, including any information and documents obtained pursuant to this Section 5.3 5.3, for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. . (d) Subject to applicable regulatory policy, KF shall give notice to a designee of the requirements Cincinnati Federal Parties identified by the Cincinnati Federal Parties and shall invite such person to attend all regular and special meetings of applicable lawKF’s Board of Directors. KF’s Disclosure Letter sets forth the regularly scheduled meetings of KF’s Board of Directors to be held in 2018, each which disclosure is hereby deemed to constitute notice of MCBF and MSB agrees that it will keep confidential, an invitation to the Cincinnati Federal Parties’ designee to attend such meetings. Such designee shall have no right to vote and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information shall not attend sessions of the Board of Directors or any committee thereof during which there is discussed (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, matters involving this Agreement; (ii) becomes available pending or threatened litigation or investigations, if in the opinion of counsel to it KF, the presence of such designee would or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement might adversely affect the confidential nature of, or other obligation of secrecyany privilege relating to, the matters being discussed; (iii) is disclosed with the prior written approval of the other party matters involving an Acquisition Proposal; or (iv) is or becomes readily ascertainable from published information or trade sourcesconfidential regulatory information. (de) From and after the date hereof, representatives of MCBF the Cincinnati Federal Parties and MSB KF shall meet on a regular basis to discuss and plan for the conversion of MSBKF’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries the Cincinnati Federal Parties with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger. (f) Within ten business days of the end of each calendar month, KF will provide the Cincinnati Federal Parties with an updated list of all Loans described in Section 3.2(t)(v).

Access and Information. (a) Upon 5.1.1. Prior to the Closing, Purchaser may make such investigation of the Assets, the Assumed Liabilities and the Business as Purchaser may desire and, upon reasonable notice, MSB the Company shall (and shall cause MSB’s Subsidiaries to) afford MCBF give to Purchaser and its representatives (including, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants and other professionals retained by MCBF) such representatives reasonable access access, during normal business hours throughout the period prior to the Effective Time Closing, to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, all properties, personnel equipment, Contracts, books and to such records, and other information relating to MSB the Business, and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF the Company shall (and shall cause Monarch Community Bank to) afford MSB furnish to Purchaser and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior representatives all copies of documents and information relating to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to Business as such information regarding MCBF and its Subsidiaries as MSB Persons may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB shallPROVIDED, and shall cause MSB’s Subsidiaries toHOWEVER, promptly provide MCBF with that (i) any such access shall be conducted in such a copy of each report, schedule, registration statement and other document filed or received by it pursuant manner so as not to interfere unreasonably with the requirements operation of the Securities Act or Business and shall be at the Exchange Actexpense of the Purchaser, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries Company shall not be required to provide access to or to disclose information where such access or disclosure relates to take any party’s compliance with this Agreement or action which would violate the rights constitute a waiver of such entity’s customers, jeopardize the attorney-client privilege and (iii) the Company need not supply the Purchaser with any information which the Company is under a legal obligation not to supply or any information, documents or materials related to customer-specific cost and pricing information, and (iv) such investigation shall be conducted within the time parameters set forth in the Bidding procedures Order and the USBC Order. 5.1.2. Between the Closing Date and the later of (x) the third anniversary of the entity in possession Closing Date and (y) the date of entry of an order or control final decree of such informationthe USBC closing the Bankruptcy Proceeding, or contravene any lawif converted to a case under Chapter 7 of the Bankruptcy Code, rulean order of the USBC closing such case, regulation, order, judgment, decree the Company or binding agreement entered into its successor-in-interest or their respective representatives shall have reasonable access to all of the books and records relating to the operation of the Business and the Assets prior to the date Closing Date, including all information pertaining to the Assumed Contracts, in the possession of this Agreementthe Purchaser to the extent that such access may be reasonably required by the Company in connection with the Assumed Liabilities or the Retained Liabilities, or other matters relating to or affected by the operation of the Business and the Assets. Such access shall be afforded by the Purchaser upon receipt of reasonable advance notice and during normal business hours; PROVIDED, HOWEVER, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Purchaser or its Affiliates, (ii) the Purchaser shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) the Purchaser need not supply the Company with any information which the Purchaser is under a legal obligation not to supply. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that Company shall be solely responsible for any costs or expenses incurred by it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources5.1.2. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable noticeFrom the date hereof to the Closing Date, MSB the Company shall (and shall cause MSB’s Subsidiaries to) afford MCBF to EGLOBE and its representatives (includingofficers, without limitationemployees, directorsaccountants, officers and employees of MCBF and its affiliates and consultants, legal counsel, accountants and other professionals retained by MCBF) such reasonable representatives of EGLOBE full and complete access during normal business hours throughout (with reasonable advance notice) to the properties, books, records, contracts, facilities, premises, and equipment relating to the Assets and the Company (including without limitation, operating and financial information with respect to the Company) as EGLOBE may reasonably request, provided that EGLOBE and its agents, employees and representatives enter into a commercially reasonable confidentiality and nondisclosure agreement with the Company. In the event that EGLOBE determines after the Closing Date that it is necessary or desirable to audit the financial statements of the Company for any period prior to the Effective Time Closing Date, OASIS agrees to cooperate with EGLOBE, the Company and auditors for the Company to the extent necessary to complete such audit in a timely manner. In addition, the Company and OASIS shall, and shall ensure that their respective affiliates shall, afford to EGLOBE and the LLC and their respective officers, employees, accountants, consultants and legal counsel, access at any time and from time to time following the date hereof, but during business days and normal business hours, to the books, records and other information (including, including without limitation, tax returns operating and work papers of independent auditorsfinancial information), contracts, properties, personnel facilities and to such other information premises relating to MSB the Assets, OASIS and MSB’s Subsidiaries as MCBF all other companies, divisions or other entities or portions thereof that EGLOBE and the LLC may reasonably request. Upon reasonable noticerequest for purposes of preparing audited financial statements pursuant to EGLOBE's reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Securities Laws"), MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counselmake available the personnel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout representatives having knowledge regarding the period prior same and cooperate with and furnish assistance to EGLOBE (provided that the Company and OASIS shall not be obligated to incur more than nominal cost or expense), as EGLOBE may reasonably request in connection with the preparation of financial statements with respect to the Effective Time business of the Company. In connection with an audit of such financial statements, if required, the Company and its financial and other management agree to provide certain representations in the executive officers form of MCBF a representation letter to BDO ▇▇▇▇▇▇▇, LLP, independent certified public accountants, in accordance with generally accepted auditing standards. The provision of such financial statement representations and Monarch Community Bank information and to assistance shall be reasonably prompt. The Company and OASIS shall ensure that none of such information regarding MCBF is destroyed during the three year period commencing on the Closing Date unless EGLOBE has been afforded a reasonable opportunity to obtain and its Subsidiaries as MSB may reasonably requestmake copies of the information. No investigation by any party Any document or information produced or disclosed pursuant to this Section 5.3 6.4 in any form is Confidential Information and EGLOBE and the LLC shall affect not permit the duplication, use, or be deemed disclosure of any such Confidential Information by or to modify any representation or warranty made by the third party (other party in this Agreement. (bthan officers, employees, accountants, consultants and legal counsel) From the date hereof until the Effective Time, MSB shall, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it except as required pursuant to the requirements Securities Laws and permitted hereunder, unless such duplication, use or disclosure is specifically authorized by the Company or OASIS in writing prior to any disclosure. EGLOBE and the LLC shall use commercially reasonable diligence, and in no event less than that degree of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report care that such party uses in respect to its senior management and all materials relating own confidential information of like nature, to its business prevent the unauthorized disclosure or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control reproduction of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon From the date hereof until the Share Purchase Closing, upon reasonable notice, MSB each of the Shareholder and the Company shall (and shall cause MSB’s Subsidiaries to) afford MCBF each member of the Company Group to give to the Parent, Merger Sub and its their respective representatives (including, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants and other professionals retained by MCBF) such reasonable access at all reasonable times during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contractsmanagement, properties, personnel books and to records of the members of the Company Group and furnish for inspection such other information and documents in its possession relating to MSB and MSB’s Subsidiaries the Company Group as MCBF the Parent or Merger Sub may reasonably request. Upon reasonable notice, MCBF provided that, in the exercise of the foregoing rights, each of the Parent and Merger Sub shall (not, and shall use its best efforts to cause Monarch Community Bank to) afford MSB and its representatives not to, interfere with the operation and conduct of the business of any member of the Company Group, and provided, further, that without the prior written consent of the Shareholder and the Company, the Parent, Merger Sub and their respective representatives shall not be entitled to any such access, information or documents (including, without limitation, directors, officers i) as to which the attorney-client privilege or attorney work-product doctrine may be available or apply or (ii) the disclosure of which is restricted by contract or applicable law except in strict compliance with such contract or law. All such information and employees of MSB and its affiliates and counsel, accountants and other professionals retained documents obtained by MSB) such reasonable access during normal business hours throughout the period prior Parent shall be subject to the Effective Time to terms of the executive officers of MCBF Non-Disclosure Agreement, dated February 24, 2005, as amended, between the Parent and Monarch Community Bank the Shareholder and to such information regarding MCBF the Confidentiality Agreement dated July 26, 2005, between the Parent, the Shareholder and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by DC Chemicals Co., Ltd. (together, the other party in this Agreement“Non-Disclosure Agreements”). (b) From the date hereof until Share Purchase Closing to the Effective TimeMerger Closing, MSB shallupon reasonable notice, each of the Shareholder and the Company shall and shall cause each member of the Company Group (other than the Foreign Subsidiaries) to give to the Parent, Merger Sub and their respective representatives reasonable access at all reasonable times during normal business hours to the management, properties, books and records of such Company Group members and furnish for inspection such information and documents in its possession relating to such Company Group members as the Parent or Merger Sub may reasonably request, provided that, in the exercise of the foregoing rights, each of the Parent and Merger Sub shall not, and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant use its best efforts to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to interfere with the consummation operation and conduct of the transactions contemplated by this Agreement. Subject to business of any such member of the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidentialCompany Group, and will cause its provided, further, that without the prior written consent of the Shareholder and the Company, the Parent, Merger Sub and their respective representatives shall not be entitled to keep confidentialany such access, all information or documents (i) as to which the attorney-client privilege or attorney work-product doctrine may be available or apply or (ii) the disclosure of which is restricted by contract or applicable law except in strict compliance with such contract or law. All such information and documents obtained pursuant by the Parent shall be subject to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval terms of the other party or (iv) is or becomes readily ascertainable from published information or trade sourcesNon-Disclosure Agreements. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB FCCO and DFBS shall (and shall cause MSB’s their respective Subsidiaries to) afford MCBF the other and its representatives (including, without limitation, directors, officers and employees of MCBF such party and its affiliates and counsel, accountants and other professionals retained by MCBFsuch party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the its books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB and MSB’s Subsidiaries as MCBF either party may reasonably request. Upon reasonable notice; PROVIDED, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (includingHOWEVER, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No that no investigation by any party pursuant to this Section SECTION 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this Agreement. (b) From the date hereof until the Effective Time, MSB DFBS shall, and shall cause MSB’s DFBS's Subsidiaries to, promptly provide MCBF FCCO with (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulatorfederal or state banking regulators, and (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably requestpublic. Notwithstanding the foregoing, neither MSB DFBS nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s 's customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF FCCO and MSB agrees that it DFBS will not, and will cause its representatives not to, use any information obtained pursuant to this Section SECTION 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF FCCO and MSB agrees that it DFBS will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section SECTION 5.3 unless such information (i) was already known to it such party or an affiliate of itsuch party, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it such party or an affiliate of it such party from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party party, or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From and after the date hereof, representatives of MCBF FCCO and MSB DFBS shall meet on a regular basis to discuss and plan for the conversion of MSB’s DFBS's and its Subsidiaries’ ' data processing and related electronic informational systems to those used by MCBF FCCO and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable notice, MSB Target shall (and shall cause MSB’s Subsidiaries Target Bank to) afford MCBF Acquiror and its representatives (including, without limitation, directors, officers and employees of MCBF Acquiror and its affiliates and counsel, accountants and other professionals retained by MCBFAcquiror) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to MSB Target and MSB’s Subsidiaries Target Bank as MCBF Acquiror may reasonably request. Upon reasonable notice; PROVIDED, MCBF shall (and shall cause Monarch Community Bank to) afford MSB and its representatives (includingHOWEVER, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No that no investigation by any party pursuant to this Section 5.3 SECTION 4.3 shall affect or be deemed to modify any representation or warranty made by the other party Target in this Agreement. In furtherance, and not in limitation of the foregoing, Target shall make available to Acquiror all information necessary and appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger or the Bank Merger. (b) From the date hereof until the Effective TimeTarget shall provide Acquiror with true, MSB shall, correct and shall cause MSB’s Subsidiaries to, promptly provide MCBF with (i) a copy complete copies of each report, schedule, registration statement all financial and other document filed or received by it pursuant information relating to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished of Target or Target Bank that is provided to its Board directors of DirectorsTarget and Target Bank in connection with meetings of their Boards of Directors or committees thereof; PROVIDED, (iv) a copy of each press release made available to the public and (v) all other information concerning its businessHOWEVER, properties and personnel as MCBF may reasonably request. Notwithstanding that not withstanding the foregoing, neither MSB nor its Subsidiaries Target shall not be required to provide access to or to disclose Acquiror with any information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyregarding an Acquisition Proposal except as required by SECTION 4.1. (c) Each As soon as reasonably available, but in no event more than 45 days after the end of MCBF each fiscal quarter (and MSB agrees that it 90 days in the case of the fourth fiscal quarter), Target shall deliver to Acquiror its Quarterly and Annual Reports, as filed with the SEC under the Exchange Act. Target shall deliver to Acquiror any Current Reports on Form 8-K promptly after filing such reports with the SEC and shall provide Acquiror with a copy of any press release promptly after such release is made available to the public. (d) Acquiror will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 SECTION 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it Acquiror will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 SECTION 4.3 unless such information (i) was already known to it Acquiror or an affiliate of itAcquiror, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to it Acquiror or an affiliate of it Acquiror from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the other party Target or (iv) is or becomes readily ascertainable from published information or trade sources. (de) From During the period of time beginning on the day application materials to obtain the requisite regulatory approvals for the Merger are initially filed and continuing to the Effective Time, including weekends and holidays, Target shall cause Target Bank to provide Acquiror and Acquiror Bank and their authorized agents and representatives full access to Target Bank offices after normal business hours for the purpose of installing necessary wiring and equipment to be utilized by Acquiror Bank after the date Effective Time; PROVIDED, that: (i) reasonable advance notice of each entry shall be given to Target Bank and Target Bank approves of each entry, which approval shall not be unreasonably withheld; (ii) Target Bank shall have the right to have its employees or contractors present to inspect the work being done; (iii) to the extent practicable, such work shall be done in a matter that will not interfere with Target Bank's business conducted at any affected branch offices; (iv) all such work shall be done in compliance with all applicable laws and government regulations, and Acquiror Bank shall be responsible for the procurement, at Acquiror Bank's expense, of all required governmental or administrative permits and approvals; (v) Acquiror Bank shall maintain appropriate insurance satisfactory to Target Bank in connection with any work done by Acquiror Bank's agents and representatives pursuant to this SECTION 4.3; (vi) Acquiror Bank shall reimburse Target Bank for any material out-of- pocket costs or expenses reasonably incurred by Target Bank in connection with this undertaking; and (vii) in the event this Agreement is terminated in accordance with Article VI hereof, representatives Acquiror Bank, within a reasonable time period and at its sole cost and expense, will restore such offices to their condition prior to the commencement of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting any such conversion simultaneously with the consummation of the Bank Mergerinstallation.

Access and Information. (a) Upon reasonable noticeFrom the date hereof until Closing, MSB shall (USCC shall, and shall cause MSB’s Subsidiaries its Affiliates to) afford MCBF , give ALLTEL and its representatives (includingRepresentatives reasonable access, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants and other professionals retained by MCBF) such reasonable access during normal business hours throughout the period and upon reasonable prior notice, to the Effective Time USCC Transferred Assets and the USCC System, and to the records, books, records (includingcontracts and documents of each USCC Entity and USCC Newco, without limitationincluding all environmental, tax returns zoning, and work papers of independent auditors)other permit documents, contracts, properties, personnel and to such other information relating related to MSB and MSB’s Subsidiaries the USCC Transferred Assets, the USCC System or the USCC Licenses as MCBF ALLTEL may reasonably request, and in each case to the extent reasonably necessary to Transfer to ALLTEL the ownership of the USCC Newco Interests and the operation and ownership by USCC Newco of the USCC System, the USCC Transferred Assets and the USCC Licenses. Upon reasonable noticeAny such access shall be coordinated through ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, MCBF USCC Director of Finance – Market Transitions (office telephone: (▇▇▇) ▇▇▇-▇▇▇▇) or another individual appointed by USCC to ALLTEL in writing. Neither ALLTEL nor its Representatives shall (and contact any employees of USCC, any USCC Entity, USCC Newco or any of their respective Affiliates without first obtaining the consent of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ or any other appointed individual. USCC shall cause Monarch Community Bank to) afford MSB and its representatives (includingthe appropriate officers, without limitationemployees, directorsconsultants, officers and employees of MSB and its affiliates and counselagents, accountants and other professionals retained by MSBattorneys of USCC and its Affiliates to cooperate with ALLTEL and its Representatives in connection with such access. This Section 5.05(a) shall not entitle ALLTEL to receive or review, or have access to, information that (i) is subject to a confidentiality agreement with a third party, provided, that USCC shall use Commercially Reasonable Efforts to obtain the Consent of any such reasonable access during normal business hours throughout the period prior third party to permit ALLTEL to receive and review such information or (ii) USCC reasonably believes to be competitively sensitive, provided however that this clause (ii) shall not apply to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may reasonably request. No investigation by any party pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the other party in this AgreementUSCC Transferred Assets. (b) From the date hereof until the Effective TimeClosing, MSB ALLTEL shall, and shall cause MSB’s Subsidiaries its Affiliates to, promptly provide MCBF give USCC and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the ALLTEL Transferred Assets and the ALLTEL System, and to the records, books, contracts and documents of each ALLTEL Entity and ALLTEL Newco, including all environmental, zoning, and other permit documents, and to such other information related to the ALLTEL Transferred Assets, the ALLTEL System or the ALLTEL Licenses as USCC may reasonably request, and in each case to the extent reasonably necessary to Transfer to USCC the ownership of the ALLTEL Newco Interests and the operation and ownership by ALLTEL Newco of the ALLTEL System, the ALLTEL Transferred Assets and the ALLTEL Licenses. Any such access shall be coordinated through ▇▇▇▇ ▇▇▇▇▇▇▇, Senior Project Manager-Transition Services (office telephone: (▇▇▇) ▇▇▇-▇▇▇▇) or another individual appointed by ALLTEL to USCC in writing. In furtherance of this Section 5.05(b), ALLTEL hereby consents to the Management Trustee providing to USCC and its Representatives such reasonable access, as USCC may reasonably request; provided, however, USCC shall inform ▇▇. ▇▇▇▇▇▇▇ of any such USCC request, and the Management Trustee’s response to such USCC request (which will include a reasonable description of the access or information provided pursuant to such USCC request, if applicable). Neither USCC nor its Representatives shall contact any employees of ALLTEL, the ALLTEL Entity, ALLTEL Newco or any of their respective Affiliates without first obtaining the consent of ▇▇. ▇▇▇▇▇▇▇, or the Management Trustee, as applicable. ALLTEL shall cause the appropriate officers, employees, consultants, agents, accountants and attorneys of ALLTEL and its Affiliates to cooperate with USCC and its Representatives in connection with such access. This Section 5.05(b) shall not entitle USCC to receive or review, or have access to, information that (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the requirements of the Securities Act or the Exchange Act, (ii) a copy of each report filed with a Government Regulator, (iii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Each of MCBF and MSB agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of MCBF and MSB agrees that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, other than pursuant is subject to a confidentiality agreement with a third party, provided, that ALLTEL shall use Commercially Reasonable Efforts to obtain the Consent of any such third party to permit USCC to receive and review such information or other confidential relationship, (ii) becomes available to it or an affiliate of it from other sources not known by such party ALLTEL reasonably believes to be bound by a confidentiality agreement or other obligation of secrecycompetitively sensitive, provided however that this clause (iiiii) is disclosed with shall not apply to the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sourcesALLTEL Transferred Assets. (d) From and after the date hereof, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger.

Access and Information. (a) Upon reasonable noticeDuring the period from the date of this Agreement through the Effective Time: (i) the Bank shall, MSB shall (and shall cause MSB’s its Subsidiaries to) , afford MCBF Sterling and its representatives (includingaccountants, without limitation, directors, officers and employees of MCBF and its affiliates and counsel, accountants counsel and other professionals retained by MCBF) such reasonable representatives full access during normal business hours throughout the period prior to the Effective Time to the properties, books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, propertiesTax Returns, personnel Reports, commitments and to such other information relating to MSB and MSB’s Subsidiaries as MCBF may reasonably request. Upon reasonable notice, MCBF shall (and shall cause Monarch Community records of the Bank to) afford MSB and its representatives (including, without limitation, directors, officers and employees of MSB and its affiliates and counsel, accountants and other professionals retained by MSB) such reasonable access during normal business hours throughout the period prior to the Effective Time to the executive officers of MCBF and Monarch Community Bank and to such information regarding MCBF and its Subsidiaries as MSB may at any time, and from time to time, for the purpose of conducting any review or investigation reasonably request. No investigation by any party pursuant related to this Section 5.3 Agreement or the Merger, and the Bank and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling gives the Bank reasonable notice of Sterling’s on-site visits and that Sterling does not unreasonably interfere with the business operations of the Bank during the course of such visits; and (ii) Sterling shall affect upon reasonable notice make copies of the Sterling SEC Reports and other information reasonably related to Sterling’s operations or be deemed financial performance available to modify the Bank and its advisors for purposes of any representation review or warranty made by report to the other party Bank Board in this Agreementevaluating the Merger. (b) From During the period from the date hereof until of this Agreement through the Effective Time, MSB shall, and the Bank shall cause MSB’s Subsidiaries to, promptly provide MCBF with furnish to Sterling (i) a copy of each report, schedule, registration statement and other document all Reports which are filed or received by it pursuant to after the requirements of date hereof promptly upon the Securities Act or the Exchange Actfiling thereof, (ii) a copy of each report Tax Return filed with a Government Regulatorby it after the date hereof, and (iii) a copy monthly and other interim financial statements in the form prepared by the Bank for its internal use. During this period, the Bank shall notify Sterling promptly of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iv) a copy of each press release made available to any material change in the public and (v) all other information concerning its business, properties and personnel as MCBF may reasonably request. Notwithstanding the foregoing, neither MSB nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure relates to any party’s compliance with this Agreement or would violate the rights of such entity’s customers, jeopardize the attorney-client privilege Condition of the entity in possession Bank or control any of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence applyits Subsidiaries. (c) Each During the period from the date of MCBF this Agreement through the Effective Time, the Bank shall provide Sterling such additional information as Sterling may request from time to time regarding the loans, credit facilities and/or collateral therefor as may be specified by Sterling. The Bank shall also make available to Sterling its loan files, correspondence and MSB other records regarding any such specified loans, credit facilities and/or collateral. (d) Notwithstanding the foregoing provisions of this Section 8.1, no investigation by any party hereto made heretofore or hereafter shall affect the representations and warranties of the other parties which are contained herein and each such representation and warranty shall survive such investigation. (e) Sterling agrees that it will not, and will cause its representatives not to, use keep confidential any information obtained pursuant furnished to this Section 5.3 for any purpose unrelated to it by the consummation of Bank in connection with the transactions contemplated by this Agreement. Subject Agreement which is reasonably designated as confidential at the time of delivery, except to the requirements of applicable law, each of MCBF and MSB agrees extent that it will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it or an affiliate of it, Sterling and was received from a source other than pursuant to a confidentiality agreement the Bank or other confidential relationshipany of its Subsidiaries, directors, officers, employees or agents, (ii) becomes available to it thereafter was lawfully obtained from another source or an affiliate of it from other sources not known was publicly disclosed by such party to be bound by a confidentiality agreement the Bank or other obligation of secrecyits agent or representative, or (iii) is required to be disclosed to any Regulatory Authority, or is otherwise required to be disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the prior written approval transactions contemplated by this Agreement. Upon any termination of this Agreement, Sterling will return to the other party Bank or (iv) is or becomes readily ascertainable from published information or trade sources. (d) From will destroy all documents furnished Sterling for its review and after the date hereofall copies of such documents made by Sterling. The Bank agrees to keep confidential, representatives of MCBF and MSB shall meet on a regular basis to discuss and plan for the conversion of MSB’s and its Subsidiaries’ data processing and related electronic informational systems to those used by MCBF and its Subsidiaries in accordance with the goal provisions of conducting such conversion simultaneously this Section 8.1(e), any information furnished to it by Sterling in connection with the consummation transactions contemplated by this Agreement that is reasonably designated as confidential at the time of delivery. The Bank agrees not to use any such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the transactions contemplated by this Agreement. Upon any termination of this Agreement, the Bank Mergerwill return to Sterling or will destroy all documents containing any such confidential information furnished to the Bank for its review and all copies of such documents made by the Bank.