Common use of Access; Information Clause in Contracts

Access; Information. (a) Horizon and WBKC, and their representatives and agents, shall, upon reasonable notice to the other party, at all times during normal business hours prior to the Effective Time, have reasonable access to the properties, facilities, operations, books, and records of the other party (other than minutes that discuss any of the transactions contemplated by this Agreement). Horizon and WBKC, and their representatives and agents, may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC or Horizon or either of their Subsidiaries; provided further, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would result in the waiver by any of them of the privilege protecting communications between any of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon or WBKC shall affect the representations and warranties made by WBKC or Horizon herein. (c) Any confidential information or trade secrets received by Horizon, WBKC, or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKC, as applicable, or at Horizon’s or WBKC’s request, returned to Horizon or WBKC, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.09). This Section 5.10 will not require the disclosure of any information to Horizon or WBKC which would be prohibited by law or regulation. (d) WBKC shall also provide Horizon with copies of minutes and consents from all Board of Director and committee meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (other than minutes that discuss any of the transactions contemplated by this Agreement and other than portions of minutes that contain information that is expressly exempt from disclosure pursuant to this Section 5.10).

Access; Information. (a) Horizon During the period from the date of this Agreement continuing through the Closing or termination of this Agreement under Section 7.01, Seller shall cause the Bank and WBKCthe Bank’s Subsidiaries to afford to Purchaser and its officers, and their directors, employees, counsel, accountants, advisors, representatives and agentsagents (collectively, shall, “Representatives”) access upon reasonable prior notice to the other party, at all times and during normal business hours hours, to the officers, employees, properties, offices and other facilities, and to the Contracts, books and records and other documents and data relating exclusively to the business of the Bank and its Subsidiaries, that Purchaser through its Representatives, may from time to time reasonably request and Seller shall furnish Purchaser and its Representatives all relevant financial, operating and other data and information relating to the Bank and its Subsidiaries in Seller’s possession or control which Purchaser through its Representatives may from time to time reasonably request. Purchaser shall, and shall cause its Representatives to, conduct its inspections and investigations under this Section 4.04 in a manner that will not unreasonably interfere with the conduct of the business of Parent and its Subsidiaries. Notwithstanding the foregoing, Seller shall not be required to disclose any information where disclosure would result in the loss of any attorney-client privilege or contravene any Law. In addition to the foregoing, prior to the Effective Time, have Closing Seller and Purchaser agree to cooperate and work in good faith and in accordance with applicable Law and use reasonable access best efforts with respect to the propertiesmatters set forth in Section 4.04 of the Seller Disclosure Schedule, facilities, operations, bookswhich shall include the taking of all actions to accomplish the actions set forth in Section 4.1(f) of Section 4.04 of the Seller Disclosure Schedule, and records of with respect to matters relating to Parent’s and its Affiliates ability to service the other party (other than minutes Retained Customers following the Closing; it being understood that discuss any of the parties recognize that the ability to consummate the transactions contemplated by this Agreement). Horizon and WBKC, and their representatives and agents, may, prior to Agreement by the Effective Time, make or cause to be made such reasonable investigation date set forth on Section 2.02(a) of the operations, books, records, and properties Seller Disclosure Schedule is dependent upon (i) accomplishing the matters set forth in Section 4.04 of the other party Seller Disclosure Schedule within the timeframes set forth therein and their Subsidiaries (ii) Parent’s and its Affiliates’ completion of their financial and legal condition as deemed necessary or advisable arrangements to familiarize themselves with such operations, books, records, properties, and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with service the normal business operations of WBKC or Horizon or either of their Subsidiaries; provided further, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice Retained Customers following the rights of any customer or other person or would result in the waiver by any of them of the privilege protecting communications between any of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sourcesClosing. (b) No investigation Purchaser agrees to indemnify and hold harmless Seller, its Affiliates and their Representatives for any and all liabilities, losses, costs or expenses incurred by Horizon Seller, its Affiliates or WBKC shall affect their Representatives arising out of the representations access rights under this Section 4.04, including any and warranties made all claims by WBKC any of Purchaser’s Representatives for any injuries or Horizon hereinproperty damage related thereto. (c) Any confidential Purchaser acknowledges that the information or trade secrets received provided to it by Horizon, WBKC, or their representatives or agents the Sellers in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKC, as applicable, or at Horizon’s or WBKC’s request, returned to Horizon or WBKC, as applicable, in the event connection with this Agreement is terminated as provided in Article VIII hereof; subject to the Confidentiality Agreement. As of the Effective Time, the Confidentiality Agreement shall terminate. All confidential information relating to Parent or any of its Affiliates (other than the Bank and its Subsidiaries), and which is provided, however, that the parties may retain such received confidential information conveyed or obtained either pursuant to comply with applicable law Section 4.04(a) or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement and any other information that Parent, Seller or any Representatives thereof furnished or furnish to Purchaser or Purchaser’s Representatives, or that the Bank and its Subsidiaries have maintained after the Closing, including any technical, scientific, trade secret or other proprietary information of Parent or any of its Affiliates (as defined other than the Bank and its Subsidiaries) with which Purchaser or Purchaser’s Representatives come into contact in Section 11.09). This Section 5.10 will not require the disclosure course of Purchaser’s investigation of the Bank, whether before or after the date of the Confidentiality Agreement, together with any reports, analyses, compilations, memoranda, notes and any other writings prepared by the Purchaser or Purchaser’s Representatives that contain, reflect or are based upon such information, shall be and continue to be kept confidential by the Bank, its Subsidiaries, Purchaser and Purchaser’s Affiliates and Representatives, except (1) pursuant to the order or demand of any information to Horizon Governmental Authority, as required in any litigation or WBKC other proceeding, or as otherwise required by applicable Law or administrative process (in which would be prohibited by law case the disclosing party shall provide the non-disclosing party prompt notice thereof and cooperate with the non-disclosing party so that the non-disclosing party may seek a protective order or regulation. (d) WBKC shall also provide Horizon with copies of minutes and consents from all Board of Director and committee meetings no later than two other appropriate remedy); (2) business days after for information that is or becomes generally available to the public other than as a result of a breach of this Section 4.04(c) or the Confidentiality Agreement; and (3) to the extent that such minutes are approved at information is or has become known to the next monthly meeting of Person receiving such information on a non-confidential basis from a source who is not breaching any contractual, legal or fiduciary obligation by making such disclosure), and Purchaser shall not use, and shall cause its Affiliates not to use, the Board of Directors information described in this Section 4.04(c) (other than minutes that discuss such information relating to the Bank and its Subsidiaries) in connection with the conduct of its or its Affiliates’ businesses or for any of other purpose except as required for financial or tax reporting or by applicable Law, or as necessary to enforce Purchaser’s and the transactions contemplated by Bank’s and its Subsidiaries’ (following the Closing) rights and remedies under this Agreement and or the other than portions of minutes that contain information that is expressly exempt from disclosure pursuant to this Section 5.10)Transaction Documents.

Access; Information. (aA) Horizon and WBKC, and their representatives and agents, shallExcept as prohibited by any Legal Requirement, upon reasonable notice from Investar, CFG will (and will cause Cheaha Bank to): (i) afford Investar and its Representatives (including legal counsel, accountants and consultants) full access to the other partyits properties, at all times books and records during normal business hours prior so that Investar may have the opportunity to the Effective Time, have reasonable access continue to the properties, facilities, operations, books, and records of the other party (other than minutes that discuss any of the transactions contemplated by this Agreement). Horizon and WBKC, and their representatives and agents, may, prior to the Effective Time, make or cause to be made such reasonable investigation as it will desire to make of the operations, books, recordsaffairs of CFG and Cheaha Bank, and properties of the other party and their Subsidiaries and of their (ii) furnish Investar with such additional financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, operating data and other mattersinformation as to its business and properties as Investar may, from time to time, reasonably request; provided, however, that Investar shall request permission for all such access or investigation reasonably in advance and all such access shall not interfere unnecessarily with be conducted in a manner designed to minimize disruption to the normal business operations and employee or customer relations of WBKC or Horizon or either of their Subsidiaries; provided further, neither WBKC, Horizon, CFG and Cheaha Bank. Neither CFG nor any of their Subsidiaries shall Cheaha Bank will be required to take any action that would provide afford access to or to disclose information where such access or disclosure that would violate or prejudice jeopardize attorney-client privilege (after giving due consideration to the rights existence of any customer common interest, joint defense or other person similar agreement between the parties), contravene any binding arrangement with any third party or would result in the waiver by violate any of them of the privilege protecting communications between any of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sourcesLegal Requirement. (bB) No investigation Investar agrees that it will hold any information provided by Horizon CFG or WBKC shall affect Cheaha Bank or generated by Investar or its Representatives under Section 6.06(A) that is nonpublic and confidential to the representations extent required by, and warranties made by WBKC or Horizon hereinin accordance with, the confidentiality provisions of that certain letter agreement regarding protection of Confidential Information (as defined therein) that has previously been entered into as between Investar and CFG (the “Confidentiality Agreement”). (cC) Any confidential information or trade secrets received No access by Horizon, WBKCInvestar to, or their representatives investigation by Investar of the business and affairs of, CFG or agents Cheaha Bank under this Section 6.06 or otherwise will affect or be deemed to modify or waive any representation, warranty, covenant or agreement of CFG in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKC, as applicable, or at Horizon’s or WBKC’s request, returned to Horizon or WBKC, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and Schedule delivered in accordance with this Agreement, the Confidentiality Agreement (as defined in Section 11.09). This Section 5.10 will not require conditions to Investar’s obligation to consummate the disclosure of Contemplated Transactions, or any information remedies available to Horizon or WBKC which would be prohibited by law or regulationInvestar under this Agreement. (d) WBKC shall also provide Horizon with copies of minutes and consents from all Board of Director and committee meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (other than minutes that discuss any of the transactions contemplated by this Agreement and other than portions of minutes that contain information that is expressly exempt from disclosure pursuant to this Section 5.10).

Access; Information. (a) Horizon and WBKC, and their representatives and agents, shall, ProCentury agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford Meadowbrook and Merger Sub and their officers, employees, counsel, accountants and other party, at all times authorized representatives such access during normal business hours throughout the period prior to the Effective Time, have reasonable access Time to the properties, facilities, operations, books, records (including Tax Returns and records work papers of independent auditors), properties and personnel of ProCentury and to such other information relating to ProCentury as Meadowbrook may reasonably request and, during such period, it shall furnish promptly to Meadowbrook and Merger Sub all information concerning the other party (other than minutes that discuss any business, properties and personnel of the transactions contemplated by this Agreement). Horizon ProCentury as Meadowbrook and WBKCMerger Sub may reasonably request, and their representatives and agents, may, prior subject to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC or Horizon or either of their Subsidiaries; provided further, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would result in the waiver by any of them of the privilege protecting communications between any of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sourcesapplicable Law. (b) No investigation by Horizon or WBKC Meadowbrook and Merger Sub agree that upon reasonable notice and subject to applicable Laws relating to the exchange of information, they shall affect afford ProCentury and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the representations period prior to the Effective Time to the books, records (including Tax Returns and warranties made by WBKC or Horizon hereinwork papers of independent auditors), properties and personnel of Meadowbrook and Merger Sub and to such other information relating to Meadowbrook and Merger Sub as ProCentury may reasonably request and, during such period, they shall furnish promptly to ProCentury all information concerning the business, properties and personnel of Meadowbrook and Merger Sub as ProCentury may reasonably request, subject to applicable Law. (c) Any confidential information No investigation by any Party of the business and affairs of any other Party shall affect or trade secrets received by Horizonbe deemed to modify or waive any representation, WBKCwarranty, covenant or agreement in this Agreement, or their representatives or agents in the course of such examination will be treated confidentially, and conditions to any correspondence, memoranda, records, copies, documents, and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKC, as applicable, or at HorizonParty’s or WBKC’s request, returned obligation to Horizon or WBKC, as applicable, in consummate the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.09). This Section 5.10 will not require the disclosure of any information to Horizon or WBKC which would be prohibited by law or regulationMerger. (d) WBKC shall also provide Horizon with copies of minutes and consents from all Board of Director and committee meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (other than minutes that discuss any of the transactions contemplated by this Agreement and other than portions of minutes that contain information that is expressly exempt from disclosure pursuant to this Section 5.10).

Access; Information. (a) Horizon ONB and WBKCICB, and their representatives and agents, shall, upon reasonable notice to the other party, at all times during normal business hours prior to the Effective Time, have reasonable full and continuing access to the properties, facilities, operations, books, books and records of the other party (other than minutes that discuss any of the transactions contemplated by this Agreement)party. Horizon ONB and WBKCICB, and their representatives and agents, agents may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, records and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC ICB or Horizon ONB or either of their Subsidiaries; . Upon request, ICB and ONB will furnish the other party or its representatives or agents, their attorneys’ responses to external auditors requests for information, management letters received from their external auditors and such financial, loan and operating data and other information reasonably requested by ONB or ICB which has been or is developed by the other party, its auditors, accountants or attorneys (provided furtherwith respect to attorneys, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would not result in the waiver by the other party of any claim of them attorney-client privilege), and will permit ONB or ICB or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for ICB or ONB, as applicable, and such auditors and accountants will be directed to furnish copies of the privilege protecting communications between any of them and any of their counselreports or financial information as developed to ONB or ICB or its representatives or agents, as applicable. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon ONB or WBKC ICB shall affect the representations and warranties made by WBKC ICB or Horizon ONB herein. (c) . Any confidential information or trade secrets received by HorizonONB, WBKC, ICB or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon ONB or WBKCICB, as applicable, or at HorizonONB’s or WBKCICB’s request, returned to Horizon ONB or WBKCICB, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon ONB or WBKCICB, or either of their agents or representatives, representatives in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.0911.09 hereof). This Section 5.10 5.09 will not require the disclosure of any information to Horizon ONB or WBKC ICB which would be prohibited by law law. The ability of ONB or regulation. ICB to consult with any tax advisor (d) WBKC shall also provide Horizon with copies of minutes and consents including a tax advisor independent from all Board of Director other entities involved in the transactions contemplated hereby) shall not be limited by this Agreement in any way, provided that any such tax advisor is otherwise subject to and committee meetings no later than two (2) business days after such minutes are approved at is bound by this Section 5.09. Notwithstanding anything herein to the next monthly meeting of the Board of Directors contrary (other than minutes the preceding sentence), except as reasonably necessary to comply with applicable securities laws, ONB and ICB (and each employee, representative or agent of ONB and ICB) may disclose to any and all Persons, without limitation of any kind, the tax treatment (as defined in Treas. Reg. § 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that discuss are or have been provided to ONB or ICB relating to such tax structure, provided that, in the case of any materials that contain information other than the tax treatment or tax structure of the transactions contemplated hereby (including, but not limited to, any information relating to the pricing or any cost of the transactions contemplated hereby or the identity of any party to the transactions contemplated hereby), this sentence shall apply to such materials only to the extent that such materials contain the tax treatment or tax structure of the transactions contemplated hereby and ONB and ICB shall take all action necessary to prevent the disclosure of such other information as otherwise provided herein. The immediately preceding sentence shall not be effective until the earliest of (a) the date of the public announcement of discussions relating to any of the transactions contemplated by this Agreement and other than portions hereby, (b) the date of minutes that contain information that is expressly exempt from disclosure pursuant the public announcement of any of the transactions contemplated hereby or (c) the date of the execution of an agreement, with or without conditions, to this Section 5.10)enter into any of the transactions contemplated hereby.

Access; Information. (a) Horizon ONB and WBKCTFC, and their representatives and agents, shall, upon reasonable notice to the other party, in a manner not inconsistent with the Guidelines, at all times during normal business hours prior to the Effective Time, have reasonable full and continuing access to the properties, facilities, operations, books, books and records of the other party (other than minutes that discuss any of the transactions contemplated by this Agreement)party. Horizon ONB and WBKCTFC, and their representatives and agents, agents may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, records and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC TFC or Horizon ONB or either of their Subsidiaries; . Upon request, TFC and ONB will furnish the other party or its representatives or agents, their attorneys’ responses to external auditors requests for information, management letters received from their external auditors and such financial, loan and operating data and other information reasonably requested by ONB or TFC which has been or is developed by the other party, its auditors, accountants or attorneys (provided furtherwith respect to attorneys, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would not result in the waiver by the other party of any claim of them attorney-client privilege), and will permit ONB or TFC or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for TFC or ONB, as applicable, and such auditors and accountants will be directed to furnish copies of the privilege protecting communications between any of them and any of their counselreports or financial information as developed to ONB or TFC or its representatives or agents, as applicable. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon ONB or WBKC TFC shall affect the representations and warranties made by WBKC TFC or Horizon ONB herein. (c) . Any confidential information or trade secrets received by HorizonONB, WBKC, TFC or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon ONB or WBKCTFC, as applicable, or at HorizonONB’s or WBKCTFC’s request, returned to Horizon ONB or WBKCTFC, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon ONB or WBKCTFC, or either of their agents or representatives, representatives in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.0911.09 hereof). This Section 5.10 5.09 will not require the disclosure of any information to Horizon ONB or WBKC TFC which would be prohibited by law law. The ability of ONB or regulation. TFC to consult with any tax advisor (d) WBKC shall also provide Horizon with copies of minutes and consents including a tax advisor independent from all Board of Director other entities involved in the transactions contemplated hereby) shall not be limited by this Agreement in any way, provided that any such tax advisor is otherwise subject to and committee meetings no later than two (2) business days after such minutes are approved at is bound by this Section 5.09. Notwithstanding anything herein to the next monthly meeting of the Board of Directors contrary (other than minutes the preceding sentence), except as reasonably necessary to comply with applicable securities laws, ONB and TFC (and each employee, representative or agent of ONB and TFC) may disclose to any and all Persons, without limitation of any kind, the tax treatment (as defined in Treas. Reg. § 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that discuss are or have been provided to ONB or TFC relating to such tax structure, provided that, in the case of any materials that contain information other than the tax treatment or tax structure of the transactions contemplated hereby (including, but not limited to, any information relating to the pricing or any cost of the transactions contemplated hereby or the identity of any party to the transactions contemplated hereby), this sentence shall apply to such materials only to the extent that such materials contain the tax treatment or tax structure of the transactions contemplated hereby and ONB and TFC shall take all action necessary to prevent the disclosure of such other information as otherwise provided herein. The immediately preceding sentence shall not be effective until the earliest of (a) the date of the public announcement of discussions relating to any of the transactions contemplated by this Agreement and other than portions hereby, (b) the date of minutes that contain information that is expressly exempt from disclosure pursuant the public announcement of any of the transactions contemplated hereby or (c) the date of the execution of an agreement, with or without conditions, to this Section 5.10)enter into any of the transactions contemplated hereby.

Access; Information. (a) Horizon and WBKC, and their representatives and agents, shall, upon Upon reasonable notice from a party hereto and subject to applicable laws relating to the other partyexchange of information, at all times during normal business hours prior to the Effective Time, have reasonable access to the properties, facilities, operations, books, and records of the each other party (other than minutes Fund Manager) shall afford the requesting party and such party’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), properties, personnel and advisors and to such other information as may reasonably request and, during such period, each party shall furnish to the other all information concerning the business, properties and personnel as may be reasonably requested. (b) PBB shall cooperate, and use its commercially reasonable best efforts to cause its independent auditor to cooperate, at PBB’s expense, with MNHN and its independent auditor in order to enable MNHN and its Affiliates to prepare financial statements, including, without limitation, pro forma financial information, for PBB that discuss any may be required by MNHN in connection with the filing of regulatory applications with Governmental Authorities or otherwise required in connection with the transactions contemplated by this Agreement). Horizon Without limiting the generality of the foregoing, PBB agrees that it will: (i) consent to the use or incorporation of such audited and/or reviewed financial statements in any proxy statement, prospectus or notice, periodic report or other document that it is required to be delivered to shareholders of MNHN or filed by MNHN or any of its Subsidiaries or Affiliates and WBKC(ii) execute and deliver, and their representatives cause its officers to execute and agentsdeliver (including former officers of PBB after the Closing), may, prior to such “representation” letters as are customarily delivered in connection with audits and as PBB and/or MNHN’s independent accountants may respectively reasonably request under the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC or Horizon or either of their Subsidiaries; provided further, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would result in the waiver by any of them of the privilege protecting communications between any of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon or WBKC shall affect the representations and warranties made by WBKC or Horizon hereincircumstances. (c) Any confidential All information or trade secrets received by Horizon, WBKC, or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, and electronic or other media of any kind containing such confidential information or trade secrets or both furnished pursuant to this Section 5.04 shall be destroyed by Horizon or WBKC, as applicable, or at Horizon’s or WBKC’s request, returned subject to Horizon or WBKC, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKC, or either provisions of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement Agreement, dated as of August 26, 2011, between Fund Manager, MNHN and PBB (as defined in Section 11.09the “Confidentiality Agreement”). This Section 5.10 will not require the disclosure of any information to Horizon or WBKC which would be prohibited by law or regulation. (d) WBKC shall also provide Horizon with copies of minutes and consents from all Board of Director and committee meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (other than minutes that discuss No investigation by any of the transactions contemplated by this Agreement and parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other than portions of minutes that contain information that is expressly exempt from disclosure pursuant to this Section 5.10)parties set forth herein.

Access; Information. (a) Horizon MainSource and WBKC1st Independence, and their representatives and agents, shall, upon reasonable notice to the other party, at all times during normal business hours prior to the Effective Time, have reasonable full and continuing access to the properties, facilities, operations, books, books and records of the other party (other than minutes that discuss any of the transactions contemplated by this Agreement)party. Horizon MainSource and WBKC1st Independence, and their representatives and agents, agents may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, records and properties of the other party and their Subsidiaries subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC 1st Independence, 1st Bank or Horizon MainSource. Upon request, 1st Independence and MainSource will furnish the other party or either of its representatives or agents, their Subsidiaries; attorneys' responses to external auditors requests for information, management letters received from their external auditors and such financial, loan and operating data and other information reasonably requested by MainSource or 1st Independence which has been or is developed by the other party, its auditors, accountants or attorneys (provided furtherwith respect to attorneys, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would not result in the waiver by the other party of any claim of them attorney-client privilege), and will permit MainSource or 1st Independence or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for 1st Independence or MainSource, as applicable, and such auditors and accountants will be directed to furnish copies of the privilege protecting communications between any of them and any of their counselreports or financial information as developed to MainSource or 1st Independence or its representatives or agents, as applicable. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon MainSource or WBKC 1st Independence shall affect the representations and warranties made by WBKC 1st Independence, 1st Bank or Horizon MainSource herein. (c) . Any confidential information or trade secrets received by HorizonMainSource, WBKC, 1st Independence or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon MainSource or WBKC1st Independence, as applicable, or at Horizon’s MainSource's or WBKC’s 1st Independence's request, returned to Horizon MainSource or WBKC1st Independence, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.09). This Section 5.10 5.09 will not require the disclosure of any information to Horizon MainSource or WBKC 1st Independence which would be prohibited by law law. The ability of MainSource or regulation. 1st Independence to consult with any tax advisor (d) WBKC shall also provide Horizon with copies of minutes and consents including a tax advisor independent from all Board of Director and committee meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (other than minutes that discuss any of entities involved in the transactions contemplated hereby) shall not be limited by this Agreement in any way, provided that any such tax advisor is otherwise subject to and other than portions of minutes that contain information that is expressly exempt from disclosure pursuant to bound by this Section 5.10)5.

Access; Information. (a) Horizon and WBKCLPB, and their representatives and agents, shall, upon reasonable notice to the other party, at all times during normal business hours prior to the Effective Time, have reasonable access to the properties, facilities, operations, books, books and records of the other party (other than minutes that discuss any of the transactions contemplated by this Agreement). Horizon and WBKCLPB, and their representatives and agents, agents may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, records and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC LPB or Horizon or either of their Subsidiaries; provided further, neither WBKCLPB, Horizon, Horizon nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would result in the waiver by any of them of the privilege protecting communications between any of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approvalStockholder Approval, WBKC LPB shall cooperate with Horizon to facilitate introductions to Wolverine BankLPSB’s customers and key business partners and referral sources. (b) No investigation by Horizon or WBKC LPB shall affect the representations and warranties made by WBKC LPB or Horizon herein. (c) Any confidential information or trade secrets received by Horizon, WBKC, LPB or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKCLPB, as applicable, or at Horizon’s or WBKCLPB’s request, returned to Horizon or WBKCLPB, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKCLPB, or either of their agents or representatives, representatives in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.0911.08). This Section 5.10 will not require the disclosure of any information to Horizon or WBKC LPB which would be prohibited by law or regulationlaw. (d) WBKC LPB shall also provide Horizon with copies of minutes and consents from all such Board of Director and committee meetings no later than two fourteen (214) business days after such minutes are approved at the next monthly meeting of the Board of Directors thereafter (other than minutes that discuss any of the transactions contemplated by this Agreement and other than portions of minutes that contain information that is expressly exempt from disclosure pursuant to this Section 5.10Agreement).

Access; Information. (a) Horizon MainSource and WBKCMBT, and their representatives and agents, shall, upon reasonable notice to the other party, at all times during normal business hours prior to the Effective Time, have reasonable full and continuing access to the properties, facilities, operations, books, books and records of the other party (other than minutes that discuss any of the transactions contemplated by this Agreement)party. Horizon MainSource and WBKCMBT, and their representatives and agents, agents may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, records and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC MBT or Horizon MainSource or either of their Subsidiaries; provided further. Upon request, neither WBKCMBT and MainSource will furnish the other party or its representatives or agents, Horizontheir attorneys’ responses to external auditors requests for information, nor any of management letters received from their Subsidiaries shall be required external auditors and such financial, loan and operating data and other information reasonably requested by MainSource or MBT which has been or is developed by the other party, its auditors, accountants or attorneys (provided, with respect to take any action that would provide access to or to disclose information where attorneys, such access or disclosure would violate or prejudice the rights of any customer or other person or would not result in the waiver by the other party of any claim of them attorney-client privilege), and will permit MainSource or MBT or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for MBT or MainSource, as applicable, and such auditors and accountants will be directed to furnish copies of the privilege protecting communications between any of them and any of their counselreports or financial information as developed to MainSource or MBT or its representatives or agents, as applicable. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon MainSource or WBKC MBT shall affect the representations and warranties made by WBKC MBT or Horizon MainSource herein. (c) . Any confidential information or trade secrets received by HorizonMainSource, WBKC, MBT or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon MainSource or WBKCMBT, as applicable, or at HorizonMainSource’s or WBKCMBT’s request, returned to Horizon MainSource or WBKCMBT, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon MainSource or WBKCMBT, or either of their agents or representatives, representatives in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.0911.09 hereof). This Section 5.10 5.09 will not require the disclosure of any information to Horizon MainSource or WBKC MBT which would be prohibited by law law. The ability of MainSource or regulationMBT to consult with any tax advisor (including a tax advisor independent from all other entities involved in the transactions contemplated hereby) shall not be limited by this Agreement in any way, provided that any such tax advisor is otherwise subject to and is bound by this Section 5.09. Notwithstanding anything herein to the contrary (other than the preceding sentence), except as reasonably necessary to comply with applicable securities laws, MainSource and MBT (and each employee, representative or agent of MainSource and MBT) may disclose to any and all Persons, without limitation of any kind, the tax treatment (as defined in Treas. Reg. § 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are or have been provided to MainSource or MBT relating to such tax structure, provided that, in the case of any materials that contain information other than the tax treatment or tax structure of the transactions contemplated hereby (including, but not limited to, any information relating to the pricing or any cost of the transactions contemplated hereby or the identity of any party to the transactions contemplated hereby), this sentence shall apply to such materials only to the extent that such materials contain the tax treatment or tax structure of the transactions contemplated hereby and MainSource and MBT shall take all action necessary to prevent the disclosure of such other information as otherwise provided herein. The immediately preceding sentence shall not be effective until the earliest of (a) the date of the public announcement of discussions relating to any of the transactions contemplated hereby, (b) the date of the public announcement of any of the transactions contemplated hereby or (c) the date of the execution of an agreement, with or without conditions, to enter into any of the transactions contemplated hereby. (db) WBKC Beginning on the date of this Agreement, the President of MainSource, or his designee, shall also provide Horizon with copies be entitled to receive notice of minutes and consents from to attend solely as an observer, all Board of Director regular and committee special meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (and all committees of MBT and its Subsidiaries, including, without limitation, the loan committee, investment committee, executive committee, personnel committee, and any other than minutes committee of MBT and its Subsidiaries, except that discuss any such person shall be excluded from the portion of any meeting where this Agreement, the transactions contemplated by this Agreement and or any other than portions of minutes that contain confidential information that is expressly exempt from disclosure pursuant required by law not to this Section 5.10)be disclosed to such person are being discussed.

Access; Information. (a) Horizon and WBKC, and their representatives and agents, shall, Trust Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford to FNBI and the Bank and their respective officers, employees, counsel, accountants and other partyauthorized representatives, at all times such access during normal business hours and at such other times as are reasonably necessary throughout the period prior to the Effective Time, have reasonable access Time to the books, records (including Tax Returns and work papers of independent auditors), properties, facilitiespersonnel and to such other information as FNBI and the Bank may reasonably request and, operationsduring such period, booksit shall furnish promptly to FNBI and the Bank upon request (1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, unless disclosure of such information is forbidden by applicable law or regulation, and, (2) all other information concerning the business, properties and personnel of Trust Company as FNBI and the Bank may reasonably request. (b) FNBI and the Bank agree that they will not, and records of will cause their respective representatives not to, use any information obtained pursuant to this Section 6.03 for any purpose unrelated to the other party (other than minutes that discuss any consummation of the transactions contemplated by this Agreement). Horizon Subject to the requirements of law, FNBI and WBKCthe Bank will keep confidential, and their will cause its representatives to keep confidential, all information and agentsdocuments obtained pursuant to this Section 6.03 unless such information (1) was already known to FNBI or the Bank, may, prior (2) becomes available to FNBI or the Effective Time, make Bank from other sources not known by FNBI or cause the Bank to be made such reasonable investigation of the operationsbound by a confidentiality obligation, books, records, and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, and other matters; provided, however, that such access or investigation shall not interfere unnecessarily (3) is disclosed with the normal business operations of WBKC prior written approval Trust Company, or Horizon (4) is or either of their Subsidiaries; provided further, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would result in the waiver by any of them of the privilege protecting communications between any of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon or WBKC shall affect the representations and warranties made by WBKC or Horizon herein. (c) Any confidential becomes readily ascertainable from published information or trade secrets received by Horizon, WBKC, or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKC, as applicable, or at Horizon’s or WBKC’s request, returned to Horizon or WBKC, as applicable, in sources. In the event that this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.09). This Section 5.10 will not require the disclosure of any information to Horizon or WBKC which would be prohibited by law or regulation. (d) WBKC shall also provide Horizon with copies of minutes and consents from all Board of Director and committee meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (other than minutes that discuss any of the transactions contemplated by this Agreement shall otherwise fail to be consummated, FNBI and other than portions the Bank shall promptly upon request cause all copies of minutes that contain documents or extracts thereof containing information that is expressly exempt from disclosure pursuant and data as to Trust Company to be returned to Trust Company. No investigation by FNBI and the Bank of the business and affairs of Trust Company shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Section 5.10)Agreement, or the conditions to any party's obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Horizon NWIN and WBKCAJSB, and their representatives and agents, shall, upon reasonable notice to the other party, at all times during normal business hours prior to the Effective Time, have reasonable access to the properties, facilities, operations, books, and records of the other party (other than minutes that discuss any of the transactions contemplated by this AgreementAgreement or minutes the sharing of which would result in the waiver of attorney-client privilege). Horizon NWIN and WBKCAJSB, and their representatives and agents, agents may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, and other matters; providedprovided that, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC AJSB or Horizon NWIN or either of their Subsidiaries; provided further, neither WBKCNWIN, HorizonAJSB, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would result in the waiver by any of them of the privilege protecting communications between any of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholdersstockholders’ approval, WBKC AJSB shall cooperate with Horizon NWIN to facilitate introductions to Wolverine AJS Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon NWIN or WBKC AJSB shall affect the representations and warranties made by WBKC AJSB or Horizon NWIN herein. (c) Any confidential information or trade secrets received by HorizonNWIN, WBKCAJSB, or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon NWIN or WBKCAJSB, as applicable, or at HorizonNWIN’s or WBKCAJSB’s request, returned to Horizon NWIN or WBKCAJSB, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; providedprovided that, however, that the parties may retain such received confidential information for use solely to comply with applicable law Law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentiallyrequirements. Additionally, any confidential information or trade secrets received by Horizon NWIN or WBKCAJSB, or either of their agents or representatives, representatives in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.0911.08). This Section 5.10 will not require the disclosure of any information to Horizon NWIN or WBKC AJSB which would be prohibited by law or regulation. Law. (d) WBKC AJSB shall also provide Horizon NWIN with copies of minutes and consents from all such Board of Director Directors and committee meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (other than minutes that discuss any of the transactions contemplated by this Agreement and other than portions or minutes the sharing of minutes that contain information that is expressly exempt from disclosure pursuant to this Section 5.10which would result in the waiver of attorney-client privilege).

Access; Information. (a) Horizon MainSource and WBKC1st Independence, and their representatives and agents, shall, upon reasonable notice to the other party, at all times during normal business hours prior to the Effective Time, have reasonable full and continuing access to the properties, facilities, operations, books, books and records of the other party (other than minutes that discuss any of the transactions contemplated by this Agreement)party. Horizon MainSource and WBKC1st Independence, and their representatives and agents, agents may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, records and properties of the other party and their Subsidiaries subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC 1st Independence, 1st Bank or Horizon MainSource. Upon request, 1st Independence and MainSource will furnish the other party or either of its representatives or agents, their Subsidiaries; attorneys’ responses to external auditors requests for information, management letters received from their external auditors and such financial, loan and operating data and other information reasonably requested by MainSource or 1st Independence which has been or is developed by the other party, its auditors, accountants or attorneys (provided furtherwith respect to attorneys, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would not result in the waiver by the other party of any claim of them attorney-client privilege), and will permit MainSource or 1st Independence or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for 1st Independence or MainSource, as applicable, and such auditors and accountants will be directed to furnish copies of the privilege protecting communications between any of them and any of their counselreports or financial information as developed to MainSource or 1st Independence or its representatives or agents, as applicable. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon MainSource or WBKC 1st Independence shall affect the representations and warranties made by WBKC 1st Independence, 1st Bank or Horizon MainSource herein. (c) . Any confidential information or trade secrets received by HorizonMainSource, WBKC, 1st Independence or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon MainSource or WBKC1st Independence, as applicable, or at HorizonMainSource’s or WBKC1st Independence’s request, returned to Horizon MainSource or WBKC1st Independence, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.09). This Section 5.10 5.09 will not require the disclosure of any information to Horizon MainSource or WBKC 1st Independence which would be prohibited by law law. The ability of MainSource or regulation1st Independence to consult with any tax advisor (including a tax advisor independent from all other entities involved in the transactions contemplated hereby) shall not be limited by this Agreement in any way, provided that any such tax advisor is otherwise subject to and is bound by this Section 5.09. Notwithstanding anything herein to the contrary (other than the preceding sentence), except as reasonably necessary to comply with applicable securities laws, MainSource and 1st Independence (and each employee, representative or agent of MainSource and 1st Independence) may disclose to any and all persons, without limitation of any kind, the tax treatment (as defined in Treas. Reg. § 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are or have been provided to MainSource or 1st Independence relating to such tax structure, provided that, in the case of any materials that contain information other than the tax treatment or tax structure of the transactions contemplated hereby (including, but not limited to, any information relating to the pricing or any cost of the transactions contemplated hereby or the identity of any party to the transactions contemplated hereby), this sentence shall apply to such materials only to the extent that such materials contain the tax treatment or tax structure of the transactions contemplated hereby and MainSource and 1st Independence shall take all action necessary to prevent the disclosure of such other information as otherwise provided herein. The immediately preceding sentence shall not be effective until the earliest of (a) the date of the public announcement of discussions relating to any of the transactions contemplated hereby, (b) the date of the public announcement of any of the transactions contemplated hereby or (c) the date of the execution of an agreement, with or without conditions, to enter into any of the transactions contemplated hereby. (db) WBKC Beginning on the date of this Agreement, the President of MainSource, or his designees, shall also provide Horizon with copies be entitled to receive notice of minutes and consents from to attend all Board of Director regular and committee special meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (and all committees of 1st Independence and 1st Bank, including, without limitation, the loan committee, investment committee, the executive committee, the personnel committee, and any other than minutes committee of 1st Independence and 1st Bank, except that discuss any such person shall be excluded from the portion of any meeting where this Agreement or the transactions contemplated by this Agreement and other than portions of minutes that contain information that is expressly exempt from disclosure pursuant to this Section 5.10)are being discussed.

Access; Information. (a) Horizon and WBKC, and their representatives and agents, shallNASB shall afford to, upon reasonable notice and subject to applicable laws relating to the other partyexchange of information, at all times Peoples, Peoples Bank and their Representatives, such access during normal business hours throughout the period prior to the Effective TimeTime to the books, have reasonable records (including, without limitation, Tax Returns and work papers of independent auditors), properties and personnel and such other information as Peoples and Peoples Bank may reasonably request and, during such period, (i) shall furnish promptly to Peoples and Peoples Bank a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning the propertiesbusiness, facilitiesproperties and personnel of NASB as Peoples and Peoples Bank may reasonably request. NASB shall invite two Representatives of Peoples selected by Peoples from time to time to attend, operationssolely as observers, books, and records all meetings of the NASB Board (and committees thereof) after the date of this Agreement; provided, however, that in no event shall such Peoples Representatives be invited to or permitted to attend any executive session of NASB’s board or any meeting at which NASB reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the NASB Board, including, without limitation, any portion of any meeting where this Agreement, the transactions contemplated by this Agreement or any Acquisition Proposal or matters involving attorney client privilege are being discussed. (b) None of the parties will, nor shall their respective Representatives, use any information obtained pursuant to this Section 6.05 (as well as any other party (other than minutes that discuss information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement). Horizon and WBKC, and their representatives and agents, may, prior such information will be subject to the Effective Time, make or cause to be made such reasonable investigation confidentiality provisions of the operations, books, records, and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC or Horizon or either of their Subsidiaries; provided further, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would result in the waiver by any of them of the privilege protecting communications between any of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon or WBKC shall affect the representations and warranties made by WBKC or Horizon hereinSection 6.16. (c) Any confidential information or trade secrets received by Horizon, WBKC, or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKC, as applicable, or at Horizon’s or WBKC’s request, returned to Horizon or WBKC, as applicable, in In the event that this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.09). This Section 5.10 will not require the disclosure of any information to Horizon or WBKC which would be prohibited by law or regulation. (d) WBKC shall also provide Horizon with copies of minutes and consents from all Board of Director and committee meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (other than minutes that discuss any of 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 to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other than portions of minutes that contain information that is expressly exempt from disclosure pursuant shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Section 5.10)Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Horizon To the extent permitted by Law and WBKCthe terms of Section 7.07, from the date hereof until the Closing or the earlier valid termination of this Agreement, Bank shall (i) afford to Purchaser and their representatives and agents, shall, its Representatives reasonable access upon reasonable prior written notice to the other party, at all times and during normal business hours prior hours, to the Effective Time(A) officers, have reasonable access to the properties, facilities, operations, books, and records of the other party (other than minutes that discuss any of the transactions contemplated by this Agreement). Horizon and WBKC, and their representatives and agents, may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, recordsemployees, properties, offices and other mattersfacilities of Bank, and (B) Contracts, books and records and other documents and data relating exclusively to the business of Bank, in each case, that Purchaser, through its Representatives, may from time to time reasonably request and (ii) furnish Purchaser and its Representatives all relevant financial, operating and other data and information relating exclusively to Bank in Bank’s possession or control that Purchaser, through its Representatives, may from time to time reasonably request; provided, however, that such Purchaser’s access to Tax Returns and other Tax information filed by or investigation otherwise relating to Bank shall be governed by Section 7.11. Purchaser shall, and shall cause its Affiliates and Representatives to, conduct its activities permitted under this Section 7.04 in a manner that will not unreasonably interfere unnecessarily with the normal conduct of the business or operations of WBKC or Horizon or either of their Subsidiaries; provided further, neither WBKC, Horizon, nor any of their Subsidiaries Seller and its Affiliates. All requests for access to such books and records shall be required made to take such representatives of Bank as Bank shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Purchaser agrees to indemnify and hold harmless Seller for any and all Losses incurred by Seller, its Affiliates or their Representatives arising out of the access rights under this Section 7.04(a), including any and all claims or causes of action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would result in the waiver by any of them of the privilege protecting communications between Purchaser’s Representatives for any of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sourcesinjuries or property damage related thereto. (b) No investigation Following the Closing, Purchaser shall (and shall cause its Affiliates to) maintain the books and records of Bank in accordance with Bank’s document retention policies as of the date of this Agreement (“Bank’s Document Retention Policies”). Purchaser shall grant Seller and its Representatives reasonable access upon reasonable prior written notice and during normal business hours to all books, records and other data related to Bank and to employees of Purchaser and its Affiliates with appropriate knowledge about the business and operations of Bank (including making such Persons reasonably available to Seller for depositions, witness preparation, trial preparation and fact-gathering, but excluding any proceedings, or threatened proceedings, between Seller and its Affiliates, on the one hand, and Purchaser and its Affiliates, on the other hand) upon reasonable prior written notice; provided that Seller and its Representatives shall only be entitled to such access to the extent such access is required, necessary or advisable (i) pursuant to Section 3.06(d) or (ii) in connection with (A) Seller’s or its Affiliates’ preparation of its financial statements or Tax Returns, (B) regulatory or compliance matters relating to Seller’s prior ownership of Bank, or (C) claims, disputes, proceedings and litigations relating to Seller’s prior ownership of Bank (but excluding any such claims, disputes, proceedings and litigations between Seller and its Affiliates, on the one hand, and Purchaser and its Affiliates, on the other hand). A true, correct and complete copy of Bank’s Document Retention Policies have been made available to Purchaser or, if not made available to Purchaser or if not covered by Horizon or WBKC Bank’s Document Retention Policies, the Bank’s Document Retention Policies shall affect be the representations and warranties made by WBKC or Horizon hereinmost applicable document retention policy of Purchaser. (c) Any confidential information Notwithstanding anything herein to the contrary, none of the Parties shall be required to provide (or trade secrets received by Horizoncause its Affiliates to provide) access to any officers, WBKCemployees, properties, offices or their representatives or agents in the course of such examination will be treated confidentiallyother facilities, contracts, books and any correspondence, memoranda, records, copiesdata, documents, and electronic documents or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKC, as applicable, or at Horizon’s or WBKC’s request, returned to Horizon or WBKC, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law the extent that such access would reasonably be expected to (i) violate Law or regulation adversely impact or professional standard jeopardize any legal privilege or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, work product doctrine; (ii) result in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.09). This Section 5.10 will not require the disclosure of any confidential supervisory information, trade secrets or competitively sensitive information of (x) such Party or its Affiliates or (y) any Third Party to Horizon whom such Party (or WBKC which its Affiliates) has confidentiality obligations, (iii) result in the other Party gaining access to any information relating to such Party’s or its Affiliates’ (other than Bank) assets, branches, facilities, businesses or operations not subject to this Agreement, (iv) create any actual or reasonably likely conflict of interest, (v) except as contemplated in Section 7.04(a)(ii), result in the disclosure of any Tax Return or any Tax-related work papers of such Party or any of its Affiliates or (vi) jeopardize the health, wellness or safety of any Representative of such Party or its Affiliates (or any of its or their Representatives); provided that such Party shall use commercially reasonable efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would be prohibited by law enable disclosure to the other Party (or regulationits Representatives) to occur without, in the case of the (A) foregoing clause (i), violating such Law or jeopardizing such privilege; (B) foregoing clause (ii), disclosing such confidential supervisory information, trade secrets or competitively sensitive information; (C) foregoing clause (iii), disclosing such information; (D) foregoing clause (iv), creating any actual or reasonably likely conflict of interest; (E) foregoing clause (v), disclosing such Tax Return or Tax-related work papers; and (F) foregoing clause (vi), jeopardizing the health, wellness or safety of any such Representative. (d) WBKC To the extent permitted by Law and the terms of Section 7.07, from the date hereof until the Closing or the earlier valid termination of this Agreement, Bank shall also provide Horizon (i) reasonably cooperate with copies Purchaser to assist Purchaser’s efforts to contact each Key Sponsor to obtain information relating to the business and operations of minutes each Key Sponsor and consents from all Board its relationship with Bank, and (ii) reasonably cooperate with Purchaser to assist Purchaser and its Subsidiaries to enter into employment arrangements or other restrictive covenant arrangements with each Key Employee prior to Closing; provided that in no event shall this clause (ii) require any specific actions or cooperation by any individual employee of Director and committee meetings no later than two (2) business days after Bank or be deemed to require any individual Key Employee to enter into any such minutes are approved at the next monthly meeting of the Board of Directors (other than minutes that discuss any of the transactions contemplated by this Agreement and other than portions of minutes that contain information that is expressly exempt from disclosure pursuant to this Section 5.10)arrangement.

Access; Information. (a) Horizon Westfield and WBKC, and their its representatives and agents, shall, upon reasonable notice to the other partyWestern Reserve, at all times during normal business hours prior to the Effective Time, have reasonable full and continuing access to the properties, facilities, operations, books, books and records of the other party (other than minutes that discuss any of the transactions contemplated by this Agreement)Western Reserve. Horizon Westfield and WBKC, and their its representatives and agents, agents may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, records and properties of the other party Western Reserve and their its Subsidiaries and of their its financial and legal condition as deemed necessary or advisable to familiarize themselves Westfield with such operations, books, records, properties, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC Western Reserve or Horizon or either of their Subsidiaries; provided further, neither WBKC, Horizon, nor any of their its Subsidiaries and Westfield shall be required to take any action that would provide not have access to any minutes or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would result in the waiver by any of them reports of the privilege protecting communications between any Board of them and any Directors of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon Western Reserve or its advisors specifically related to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sourcesthis transaction. (b) No investigation by Horizon or WBKC Westfield shall affect the representations and warranties made by WBKC or Horizon Western Reserve herein. (c) Any confidential information or trade secrets received by Horizon, WBKC, Westfield or their its representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, documents and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKC, as applicable, Westfield or at Horizon’s or WBKCWestern Reserve’s request, returned to Horizon or WBKC, as applicableWestern Reserve, in the event this Agreement is terminated as provided in Article VIII IX hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKCWestfield, or either of their its agents or representatives, representatives in the course of their its examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.0910.8 hereof). This Section 5.10 5.9 will not require the disclosure of any information to Horizon or WBKC Westfield which would be prohibited by law or regulationlaw. (d) WBKC In order to provide for a smooth transition after the Effective Time beginning on the date of this Agreement, the Chairman of Westfield, or one of his designees, shall also provide Horizon with copies be entitled to receive notice of minutes and consents from to attend all Board of Director regular and committee special meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (other than minutes that discuss of Western Reserve and any of its Subsidiaries, except that any such Persons shall be excluded from the portion of any meeting where this Agreement, the transactions contemplated by this Agreement and other than portions of minutes that contain Agreement, or an Acquisition Proposal are being discussed, or information that is expressly exempt from disclosure pursuant to this Section 5.10)would be covered by attorney-client privilege.

Access; Information. (a) Horizon and WBKC, and their representatives and agents, shallFirst Capital shall afford, upon reasonable notice and subject to applicable laws relating to the other partyexchange of information, at all times LCNB and its Representatives, such access during normal business hours throughout the period prior to the Effective TimeTime to the books, have reasonable records (including, without limitation, Tax Returns and work papers of independent auditors), properties and personnel and such other information as LCNB may reasonably request and, during such period, (i) shall furnish promptly to LCNB a copy of each material report, schedule and other document filed by it or Citizens pursuant to federal or state securities or banking laws, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning the propertiesbusiness, facilitiesproperties and personnel of First Capital or Citizens as LCNB may reasonably request. First Capital shall invite two Representatives of LCNB selected by LCNB from time to time to attend, operationssolely as observers, booksall meetings of the First Capital Board (and committees thereof) and Citizens board after the date of this Agreement; provided, however, that in no event shall such LCNB Representatives be invited to or permitted to attend any portion of any executive session of First Capital’s or Citizens’ board or any meeting: (i) at which First Capital reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the First Capital Board or Citizens board, as applicable; (ii) discussing matters involving this Agreement; or (iii) discussing matters involving pending or threatened litigation or investigations if, in the opinion of counsel to First Capital or Citizens, the presence of such designees would or might adversely affect the privilege relating to the matters being discussed. (b) LCNB will not, and records will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the other party (other than minutes that discuss any consummation of the transactions contemplated by this Agreement). Horizon and WBKC, and their representatives and agents, may, prior such information will be subject to the Effective Time, make or cause to be made such reasonable investigation confidentiality provisions of the operations, books, records, and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC or Horizon or either of their Subsidiaries; provided further, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would result in the waiver by any of them of the privilege protecting communications between any of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon or WBKC shall affect the representations and warranties made by WBKC or Horizon hereinSection 6.16. (c) Any confidential information or trade secrets received by Horizon, WBKC, or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKC, as applicable, or at Horizon’s or WBKC’s request, returned to Horizon or WBKC, as applicable, in In the event that this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially and in accordance with the Confidentiality Agreement (as defined in Section 11.09). This Section 5.10 will not require the disclosure of any information to Horizon or WBKC which would be prohibited by law or regulation. (d) WBKC shall also provide Horizon with copies of minutes and consents from all Board of Director and committee meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (other than minutes that discuss any of 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 to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other than portions shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement. (d) During the period from the date of minutes that contain information that is expressly exempt from disclosure pursuant this Agreement to this Section 5.10)the Effective Time, First Capital shall deliver to LCNB the weekly and quarterly unaudited consolidated financial statements of First Capital and Citizens prepared for its internal use and the report of condition and income of Citizens for each quarterly period completed prior to the Effective Date as the same shall become available.

Access; Information. (a) Horizon and WBKC, and their representatives and agents, shall, Each party agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford the other party’s officers, at all times employees, counsel, accountants and other authorized representatives reasonable access during normal business hours throughout the period prior to the Effective Time, have reasonable access Time to the properties, facilities, operations, its books, records (including, without limitation, Tax Returns and records work papers of independent auditors), Contracts, properties and personnel and to such other information as the other party may reasonably request and, during such period, it shall furnish promptly to the other party all information concerning its business, properties and personnel as Parent may reasonably request. (other than minutes that discuss any b) Without limiting the generality of the transactions contemplated by this AgreementSection 6.05(a). Horizon and WBKC, and their representatives and agents, may, prior to the Effective Time, make or cause each party’s representatives shall have the right to be made such reasonable investigation of conduct a review to determine (i) that the operationsassets, books, records, records and properties operations of the other party are in satisfactory condition and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, and other matters; provided, however, that such access or investigation shall will not interfere unnecessarily with in a material way adversely impact the normal business operations of WBKC or Horizon or either of their Subsidiaries; provided further, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would result in the waiver by any of them Surviving Corporation after consummation of the privilege protecting communications between any transactions contemplated hereby and (ii) the accuracy of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon or WBKC shall affect the representations and warranties made by WBKC or Horizon hereinand the satisfaction of the conditions to closing as provided hereunder. (c) Any confidential information or trade secrets received by HorizonEach party agrees that, WBKCsubject to applicable Laws, or their representatives or agents it shall cooperate in good faith with the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKC, as applicable, or at Horizon’s or WBKC’s request, returned to Horizon or WBKC, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that party on mutually agreed operating issues which the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements agree have priority including assisting in developing and any such retained information must be treated confidentially. Additionallyimplementing plans for integration and conversion and other matters affecting branches, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially customers and in accordance with the Confidentiality Agreement (as defined in Section 11.09). This Section 5.10 will not require the disclosure of any information to Horizon or WBKC which would be prohibited by law or regulationback office operations. (d) WBKC Each party agrees that, upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall also provide Horizon afford the other party and its authorized representatives such access to its personnel as the other party may reasonably request and such books and records as the other party may reasonably request. (e) Each party agrees that it will, and will cause its representatives to, hold any information obtained pursuant to this Section 6.05 in accordance with copies of minutes and consents from all Board of Director and committee meetings no later than two (2) business days after such minutes are approved at the next monthly meeting terms of the Board Confidentiality Agreement, dated as of Directors January 22, 2021 (the “Confidentiality Agreement”), between the parties. (f) No investigation by either party of the business and affairs of the other than minutes that discuss party shall affect or be deemed to modify or waive any of representation, warranty, covenant or agreement in this Agreement, or the conditions to such party’s obligation to consummate the transactions contemplated by this Agreement and other than portions of minutes that contain information that is expressly exempt from disclosure pursuant to this Section 5.10)Agreement.

Access; Information. (a) Horizon Upon reasonable notice and WBKCsubject to applicable Laws relating to the exchange of information, each party shall, and shall cause its Subsidiaries to, afford the Other Parties and their representatives and agentsRepresentatives, shallaccess, upon reasonable notice to the other party, at all times during normal business hours throughout the period prior to the Effective Time, have reasonable access to the all of its properties, facilities, operations, books, contracts, commitments and records records, and to its Representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to such Person and its Representatives (i) a copy of each material report, schedule and other document filed by it pursuant to the other party requirements of federal or state securities law (other than minutes reports or documents that discuss any of Partners or ▇▇▇▇▇▇ or their respective Subsidiaries, as the transactions contemplated by this Agreement)case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning its business, properties and personnel as the Other Parties may reasonably request. Horizon and WBKC, and their representatives and agents, may, prior to the Effective Time, make or cause to be made such reasonable investigation of the operations, books, records, and properties of the other party and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of WBKC or Horizon or either of their Subsidiaries; provided further, neither WBKC, Horizon, Neither ▇▇▇▇▇▇ nor Partners nor any of their respective Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice jeopardize the rights of any customer or other person or would result in the waiver by any of them attorney-client privilege of the privilege protecting communications between institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the date of them and any this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sourcesimmediately preceding sentence apply. (b) No investigation by Horizon Partners and ▇▇▇▇▇▇, respectively, will not use any information obtained pursuant to this Section 6.5 (to which it was not entitled under Law or WBKC shall affect the representations and warranties made by WBKC or Horizon herein. (c) Any confidential information or trade secrets received by Horizon, WBKC, or their representatives or agents in the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, and electronic or agreement other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKC, as applicable, or at Horizon’s or WBKC’s request, returned to Horizon or WBKC, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements and any such retained information must be treated confidentially. Additionally, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of than this Agreement) shall be treated confidentially and in accordance with for any purpose unrelated to (i) the Confidentiality Agreement (as defined in Section 11.09). This Section 5.10 will not require the disclosure of any information to Horizon or WBKC which would be prohibited by law or regulation. (d) WBKC shall also provide Horizon with copies of minutes and consents from all Board of Director and committee meetings no later than two (2) business days after such minutes are approved at the next monthly meeting of the Board of Directors (other than minutes that discuss any consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.6 in accordance with the terms thereof, and other than portions of minutes that contain will hold all information that is expressly exempt from disclosure and documents obtained pursuant to this Section 5.10)6.5 in confidence. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.

Access; Information. (a) Horizon and WBKC, and their representatives and agents, shall, Each party agrees that upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall afford the other party’s officers, at all times employees, counsel, accountants and other authorized representatives reasonable access during normal business hours throughout the period prior to the Effective Time, have reasonable access Time to the properties, facilities, operations, its books, records (including, without limitation, Tax Returns and records work papers of independent auditors), Contracts, properties and personnel and to such other information as the other party may reasonably request and, during such period, it shall furnish promptly to the other party all information concerning its business, properties and personnel as Parent may reasonably request. (other than minutes that discuss any b) Without limiting the generality of the transactions contemplated by this AgreementSection 6.05(a). Horizon and WBKC, and their representatives and agents, may, prior to the Effective Time, make or cause each party’s representatives shall have the right to be made such reasonable investigation of conduct a review to determine (i) that the operationsassets, books, records, records and properties operations of the other party are in satisfactory condition and their Subsidiaries and of their financial and legal condition as deemed necessary or advisable to familiarize themselves with such operations, books, records, properties, and other matters; provided, however, that such access or investigation shall will not interfere unnecessarily with in a material way adversely impact the normal business operations of WBKC or Horizon or either of their Subsidiaries; provided further, neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other person or would result in the waiver by any of them Surviving Corporation after consummation of the privilege protecting communications between any transactions contemplated hereby and (ii) the accuracy of them and any of their counsel. In addition, after receipt of all Regulatory Approvals and the necessary shareholders’ approval, WBKC shall cooperate with Horizon to facilitate introductions to Wolverine Bank’s customers and key business partners and referral sources. (b) No investigation by Horizon or WBKC shall affect the representations and warranties made by WBKC or Horizon hereinand the satisfaction of the conditions to closing as provided hereunder. (c) Any confidential information or trade secrets received by HorizonEach party agrees that, WBKCsubject to applicable Laws, or their representatives or agents it shall cooperate in good faith with the course of such examination will be treated confidentially, and any correspondence, memoranda, records, copies, documents, and electronic or other media of any kind containing such confidential information or trade secrets or both shall be destroyed by Horizon or WBKC, as applicable, or at Horizon’s or WBKC’s request, returned to Horizon or WBKC, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided, however, that party on mutually agreed operating issues which the parties may retain such received confidential information to comply with applicable law or regulation or professional standard or bona fide internal compliance policy requirements agree have priority including assisting in developing and any such retained information must be treated confidentially. Additionallyimplementing plans for integration and conversion and other matters affecting branches, any confidential information or trade secrets received by Horizon or WBKC, or either of their agents or representatives, in the course of their examinations (whether conducted prior to or after the date of this Agreement) shall be treated confidentially customers and in accordance with the Confidentiality Agreement (as defined in Section 11.09). This Section 5.10 will not require the disclosure of any information to Horizon or WBKC which would be prohibited by law or regulationback office operations. (d) WBKC Each party agrees that, upon reasonable notice and subject to applicable Laws relating to the exchange of information, it shall also provide Horizon afford the other party and its authorized representatives such access to its personnel as the other party may reasonably request and such books and records as the other party may reasonably request. (e) Each party agrees that it will, and will cause its representatives to, hold any information obtained pursuant to this Section 6.05 in accordance with copies of minutes and consents from all Board of Director and committee meetings no later than two (2) business days after such minutes are approved at the next monthly meeting terms of the Board Confidentiality Agreement, dated as of Directors January 22, 2021 (the “Confidentiality Agreement”), between the parties. (f) No investigation by either party of the business and affairs of the other than minutes that discuss party shall affect or be deemed to modify or waive any of representation, warranty, covenant or agreement in this Agreement, or the conditions to such party’s obligation to consummate the transactions contemplated by this Agreement and other than portions of minutes that contain information that is expressly exempt from disclosure pursuant to this Section 5.10)Agreement.