Common use of Current Information Clause in Contracts

Current Information. 6.3.1 During the period from the date of this Agreement to the Effective Time, Beacon Federal will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon Federal’s operations at such times as BHLB may reasonably request. Beacon Federal will promptly notify BHLB of any material change in the ordinary course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal or any Beacon Federal Subsidiary. Without limiting the foregoing, senior officers of BHLB and Beacon Federal shall meet monthly to review, to the extent permitted by applicable law, the financial and operational affairs of Beacon Federal and the Beacon Federal Subsidiaries, and Beacon Federal shall give due consideration to BHLB’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB nor Berkshire Bank shall under any circumstance be permitted to exercise control of Beacon Federal or any Beacon Federal Subsidiary prior to the Effective Time. 6.3.2 Beacon Federal and BHLB shall cooperate regarding a plan for the conversion of data processing and related electronic informational systems of Beacon Federal to those used by BHLB, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Federal in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal otherwise agrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. BHLB and Berkshire Bank shall indemnify Beacon Federal for any reasonable out-of-pocket fees, expenses, or charges that Beacon Federal or any Beacon Federal Subsidiary may incur as a result of taking, at the request of BHLB or any BHLB Subsidiary, any action to facilitate the conversion. 6.3.3 Beacon Federal shall provide BHLB, within fifteen (15) Business Days of the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Accounting Standards Codification 310-40, (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due as of the end of such month and (v) and impaired loans. On a monthly basis, Beacon Federal shall provide BHLB with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank officer and director loan committee meetings. 6.3.4 Beacon Federal shall promptly inform BHLB, to the extent permitted by applicable law, upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal or any Beacon Federal Subsidiary under any labor or employment law.

Current Information. 6.3.1 During the period from the date of this Agreement to the Effective Time, Beacon Federal FLBC will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon Federal’s First Niagara Financial and report the general status of its ongoing operations at such times as BHLB First Niagara Financial may reasonably request, which shall include, but not be limited to, discussion of the possible termination by FLBC and SBFL of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by FLBC or any of its Subsidiaries in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that FLBC shall not be obligated to take any such action prior to the Effective Time and, unless FLBC otherwise agrees, no conversion shall take place prior to the Effective Time. Beacon Federal In the event that FLBC or any of its Subsidiaries takes, at the request of First Niagara Financial, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees, expenses or charges, First Niagara Financial shall indemnify FLBC and its Subsidiaries for any such fees, expenses and charges, and the costs of reversing the conversion process, if for any reason the Merger is not consummated in accordance with the terms of this Agreement. FLBC will promptly notify BHLB First Niagara Financial of any material change in the ordinary normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal FLBC or any Beacon Federal FLBC Subsidiary. Without limiting the foregoing, senior officers of BHLB and Beacon Federal shall meet monthly FLBC will also provide First Niagara Financial such information with respect to review, such events as First Niagara Financial may reasonably request from time to the extent permitted by applicable law, the financial and operational affairs of Beacon Federal and the Beacon Federal Subsidiaries, and Beacon Federal shall give due consideration to BHLB’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB nor Berkshire Bank shall under any circumstance be permitted to exercise control of Beacon Federal or any Beacon Federal Subsidiary prior to the Effective Timetime. 6.3.2 Beacon Federal and BHLB shall cooperate regarding a plan for the conversion of data processing and related electronic informational systems of Beacon Federal to those used by BHLB, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Federal in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal otherwise agrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. BHLB and Berkshire Bank shall indemnify Beacon Federal for any reasonable out-of-pocket fees, expenses, or charges that Beacon Federal or any Beacon Federal Subsidiary may incur as a result of taking, at the request of BHLB or any BHLB Subsidiary, any action to facilitate the conversion. 6.3.3 Beacon Federal shall provide BHLB, within fifteen (15) Business Days of the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Accounting Standards Codification 310-40, (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due as of the end of such month and (v) and impaired loans. On a monthly basis, Beacon Federal shall provide BHLB with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank officer and director loan committee meetings. 6.3.4 Beacon Federal shall promptly inform BHLB, to the extent permitted by applicable law, upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal or any Beacon Federal Subsidiary under any labor or employment law.

Current Information. 6.3.1 6.2.1. During the period from the date of this Agreement to the Effective Time, Beacon Federal Salient will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon Federal’s Portec Rail and report the general status of its ongoing operations at such times as BHLB Portec Rail may reasonably request. Beacon Federal Salient will promptly notify BHLB Portec Rail of any material change in the ordinary normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal or any Beacon Federal SubsidiarySalient. Without limiting the foregoing, senior officers of BHLB Portec Rail and Beacon Federal Salient shall meet monthly on a reasonably regular basis (expected to review, be at least monthly) to the extent permitted by applicable law, review the financial and operational affairs of Beacon Federal and the Beacon Federal SubsidiariesSalient, and Beacon Federal Salient shall give due consideration to BHLBPortec Rail’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB Portec Rail nor Berkshire Bank any Portec Rail Subsidiary shall under any circumstance be permitted to exercise control of Beacon Federal or any Beacon Federal Subsidiary Salient prior to the Effective Time. 6.3.2 Beacon Federal 6.2.2. Salient and BHLB Portec Rail shall cooperate regarding meet on a regular basis to discuss and plan for the conversion of data processing and related electronic informational systems of Beacon Federal to those used by BHLBPortec Rail, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal Salient of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Federal Salient in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal Salient shall not be obligated to take any such action prior to the Effective Time andprovided, however, that Salient shall not be required to take such action unless Beacon Federal otherwise Portec Rail agrees and provided in writing that it is permitted by applicable law, no conversion shall requiring Salient to take place prior such actions and all conditions to the Effective Time. BHLB and Berkshire Bank shall indemnify Beacon Federal for any reasonable out-of-pocket fees, expenses, closing set forth in Article IX have been satisfied or charges that Beacon Federal or any Beacon Federal Subsidiary may incur as a result of taking, at the request of BHLB or any BHLB Subsidiary, any action to facilitate the conversionwaived. 6.3.3 Beacon Federal shall provide BHLB, within fifteen (15) Business Days of the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Accounting Standards Codification 310-40, (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due as of the end of such month and (v) and impaired loans6.2.3. On a monthly basis, Beacon Federal shall provide BHLB with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank officer and director loan committee meetings. 6.3.4 Beacon Federal Salient shall promptly inform BHLB, to the extent permitted by applicable law, Portec Rail upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal or any Beacon Federal Subsidiary Salient under any labor or employment law.

Current Information. 6.3.1 During the period from the date of this Agreement to the Effective Time, Beacon Federal Commerce will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon FederalCommerce’s operations at such times as BHLB may reasonably request. Beacon Federal Commerce will promptly notify BHLB of any material change in the ordinary course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal Commerce or any Beacon Federal Commerce Subsidiary. Without limiting the foregoing, senior officers of BHLB and Beacon Federal Commerce shall meet monthly to review, to the extent permitted by applicable law, the financial and operational affairs of Beacon Federal Commerce and the Beacon Federal Commerce Subsidiaries, and Beacon Federal Commerce shall give due consideration to BHLB’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB nor Berkshire Bank shall under any circumstance be permitted to exercise control of Beacon Federal Commerce or any Beacon Federal Commerce Subsidiary prior to the Effective Time. 6.3.2 Beacon Federal Commerce and BHLB shall cooperate regarding a plan for the conversion of data processing and related electronic informational systems of Beacon Federal Commerce to those used by BHLB, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal Commerce of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Federal Commerce in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal Commerce shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal Commerce otherwise agrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. BHLB and Berkshire Bank shall indemnify Beacon Federal Commerce for any reasonable out-of-pocket fees, expenses, or charges that Beacon Federal Commerce or any Beacon Federal Commerce Subsidiary may incur as a result of taking, at the request of BHLB or any BHLB Subsidiary, any action to facilitate the conversion. 6.3.3 Beacon Federal Commerce shall provide BHLB, within fifteen (15) Business Days of the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Accounting Standards Codification 310-40, (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due as of the end of such month and (v) and impaired loans. On a monthly basis, Beacon Federal Commerce shall provide BHLB with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal Commerce will promptly prepare and provide BHLB with the minutes of all Beacon Federal Commerce and Beacon Bank CBTC officer and director loan committee meetings. 6.3.4 Beacon Federal Commerce shall promptly inform BHLB, to the extent permitted by applicable law, upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal Commerce or any Beacon Federal Commerce Subsidiary under any labor or employment law.

Current Information. 6.3.1 6.2.1 During the period from the date of this Agreement to the Effective Time, Beacon Federal CBT will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon FederalCBT’s operations at such times as BHLB may reasonably request. Beacon Federal CBT will promptly notify BHLB of any material change in the ordinary course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal or any Beacon Federal SubsidiaryCBT. Without limiting the foregoing, senior officers of BHLB and Beacon Federal CBT shall meet monthly to review, to the extent permitted by applicable law, the financial and operational affairs of Beacon Federal and the Beacon Federal SubsidiariesCBT, and Beacon Federal CBT shall give due consideration to BHLB’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB nor Berkshire Bank shall under any circumstance be permitted to exercise control of Beacon Federal or any Beacon Federal Subsidiary CBT prior to the Effective Time. 6.3.2 Beacon Federal 6.2.2 CBT and BHLB shall cooperate regarding a plan for the conversion of data processing and related electronic informational systems of Beacon Federal CBT to those used by BHLB, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal CBT of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Federal CBT in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal CBT shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal CBT otherwise agrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. BHLB and Berkshire Bank shall indemnify Beacon Federal CBT for any reasonable out-of-pocket fees, expenses, or charges that Beacon Federal or any Beacon Federal Subsidiary CBT may incur as a result of taking, at the request of BHLB or any BHLB Subsidiary, any action to facilitate the conversion. 6.3.3 Beacon Federal 6.2.3 CBT shall provide BHLB, within fifteen twenty-five (1525) Business Days of the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Statement of Financial Accounting Standards Codification 310-40No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructuring,” (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due as of the end of such month and (v) and impaired loans. On a monthly basis, Beacon Federal CBT shall provide BHLB with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal CBT will promptly prepare and provide BHLB with the minutes of all Beacon Federal CBT and Beacon Bank CBT officer and director loan committee meetings. 6.3.4 Beacon Federal 6.2.4 CBT shall promptly inform BHLB, to the extent permitted by applicable law, upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal or any Beacon Federal Subsidiary CBT under any labor or employment law.

Current Information. 6.3.1 6.2.1. During the period from the date of this Agreement to the Effective Time, Beacon Federal CNB will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon Federal’s NBT and report the general status of its ongoing operations at such times as BHLB NBT may reasonably request. Beacon Federal CNB will promptly notify BHLB NBT of any material change in the ordinary normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal CNB or any Beacon Federal CNB Subsidiary. Without limiting the foregoing, senior officers of BHLB NBT and Beacon Federal CNB shall meet monthly on a reasonably regular basis (expected to review, be at least monthly) to the extent permitted by applicable law, review the financial and operational affairs of Beacon Federal CNB and the Beacon Federal its Subsidiaries, in accordance with applicable law, and Beacon Federal CNB shall give due consideration to BHLB’s NBT's input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB NBT nor Berkshire Bank any NBT Subsidiary shall under any circumstance be permitted to exercise control of Beacon Federal CNB or any Beacon Federal CNB Subsidiary prior to the Effective Time. 6.3.2 Beacon Federal 6.2.2. CNB and BHLB NBT shall cooperate regarding meet on a regular basis to discuss and plan for the conversion of data processing and related electronic informational systems of Beacon Federal CNB to those used by BHLBNBT, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal CNB of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Federal CNB in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal neither CNB shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal CNB otherwise agrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. BHLB and Berkshire Bank shall indemnify Beacon Federal for any reasonable out-of-pocket fees, expenses, or charges In the event that Beacon Federal or any Beacon Federal Subsidiary may incur as a result of takingCNB takes, at the request of BHLB or any BHLB SubsidiaryNBT, any action relative to third parties to facilitate the conversionconversion that results in the imposition of any termination fees or charges, NBT shall indemnify CNB for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by CNB, or a termination of this Agreement under Section 11.1.7 or 11.1.8. 6.3.3 Beacon Federal 6.2.3. CNB shall provide BHLBNBT, within fifteen ten (1510) Business Days business days of the end of each calendar month, a written list of nonperforming assets (the term “"nonperforming assets,” " for purposes of this subsection, means (i) loans that are “"troubled debt restructuring” " as defined in Statement of Financial Accounting Standards Codification 310-40No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructuring," (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due due) as of the end of such month and (viv) and impaired loans. On a monthly basisWithin ten (10) business days of the end of each calendar month, Beacon Federal CNB shall provide BHLB NBT with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank officer and director loan committee meetings. 6.3.4 Beacon Federal 6.2.4. CNB shall promptly inform BHLB, to the extent permitted by applicable law, NBT upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal CNB or any Beacon Federal CNB Subsidiary under any labor or employment law.

Current Information. 6.3.1 During the period from the date of this Agreement to the Effective Time, Beacon Federal FCB will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon FederalFCB’s operations at such times as BHLB may reasonably request. Beacon Federal FCB will promptly notify BHLB of any material change in the ordinary course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal FCB or any Beacon Federal FCB Subsidiary. Without limiting the foregoing, senior officers of BHLB and Beacon Federal FCB shall meet monthly to review, to the extent permitted by applicable law, the financial and operational affairs of Beacon Federal FCB and the Beacon Federal FCB Subsidiaries, and Beacon Federal FCB shall give due consideration to BHLB’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB nor Berkshire the Bank shall under any circumstance be permitted to exercise control of Beacon Federal FCB or any Beacon Federal FCB Subsidiary prior to the Effective Time. 6.3.2 Beacon Federal FCB and BHLB shall cooperate regarding a plan for the conversion of data processing and related electronic informational systems of Beacon Federal FCB to those used by BHLB, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal FCB of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Federal FCB in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal FCB shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal FCB otherwise agrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. BHLB and Berkshire the Bank shall indemnify Beacon Federal FCB for any reasonable out-of-pocket fees, expenses, or charges that Beacon Federal FCB or any Beacon Federal FCB Subsidiary may incur as a result of taking, at the request of BHLB or any BHLB Subsidiary, any action to facilitate the conversion, and, in the event that this Agreement is terminated prior to the Effective Time, as a result of abandoning the conversion. 6.3.3 Beacon Federal FCB shall provide BHLB, within fifteen (15) Business Days of the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Accounting Standards Codification 310-40, (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due as of the end of such month and (v) and impaired loans. On a monthly basis, Beacon Federal FCB shall provide BHLB with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal FCB will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank FCB officer and director loan committee meetings. 6.3.4 Beacon Federal FCB shall promptly inform BHLB, to the extent permitted by applicable law, upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal FCB or any Beacon Federal FCB Subsidiary under any labor or employment law.

Current Information. 6.3.1 6.2.1. During the period from the date of this Agreement to the Effective Time, Beacon Federal CNB will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon Federal’s NBT and report the general status of its ongoing operations at such times as BHLB NBT may reasonably request. Beacon Federal CNB will promptly notify BHLB NBT of any material change in the ordinary normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal CNB or any Beacon Federal CNB Subsidiary. Without limiting the foregoing, senior officers of BHLB NBT and Beacon Federal CNB shall meet monthly on a reasonably regular basis (expected to review, be at least monthly) to the extent permitted by applicable law, review the financial and operational affairs of Beacon Federal CNB and the Beacon Federal its Subsidiaries, in accordance with applicable law, and Beacon Federal CNB shall give due consideration to BHLBNBT’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB NBT nor Berkshire Bank any NBT Subsidiary shall under any circumstance be permitted to exercise control of Beacon Federal CNB or any Beacon Federal CNB Subsidiary prior to the Effective Time. 6.3.2 Beacon Federal 6.2.2. CNB and BHLB NBT shall cooperate regarding meet on a regular basis to discuss and plan for the conversion of data processing and related electronic informational systems of Beacon Federal CNB to those used by BHLBNBT, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal CNB of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Federal CNB in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal neither CNB shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal CNB otherwise agrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. BHLB and Berkshire Bank shall indemnify Beacon Federal for any reasonable out-of-pocket fees, expenses, or charges In the event that Beacon Federal or any Beacon Federal Subsidiary may incur as a result of takingCNB takes, at the request of BHLB or any BHLB SubsidiaryNBT, any action relative to third parties to facilitate the conversionconversion that results in the imposition of any termination fees or charges, NBT shall indemnify CNB for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by CNB, or a termination of this Agreement under Section 11.1.7 or 11.1.8. 6.3.3 Beacon Federal 6.2.3. CNB shall provide BHLBNBT, within fifteen ten (1510) Business Days business days of the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Statement of Financial Accounting Standards Codification 310-40No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructuring,” (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due due) as of the end of such month and (viv) and impaired loans. On a monthly basisWithin ten (10) business days of the end of each calendar month, Beacon Federal CNB shall provide BHLB NBT with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank officer and director loan committee meetings. 6.3.4 Beacon Federal 6.2.4. CNB shall promptly inform BHLB, to the extent permitted by applicable law, NBT upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal CNB or any Beacon Federal CNB Subsidiary under any labor or employment law.

Current Information. 6.3.1 6.2.1. During the period from the date of this Agreement to the Effective Time, Beacon Federal MFI will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon Federal’s Brookline Bancorp and report the general status of its ongoing operations at such times as BHLB Brookline Bancorp may reasonably request. Beacon Federal MFI will promptly notify BHLB Brookline Bancorp of any material change in the ordinary normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal MFI or any Beacon Federal MFI Subsidiary. Without limiting the foregoing, senior officers of BHLB Brookline Bancorp and Beacon Federal MFI shall meet monthly on a reasonably regular basis (expected to review, be at least monthly) to the extent permitted by applicable law, review the financial and operational affairs of Beacon Federal MFI and the Beacon Federal its Subsidiaries, in accordance with applicable law, and Beacon Federal MFI shall give due consideration to BHLB’s Brookline Bancorp's input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB Brookline Bancorp nor Berkshire Bank any Brookline Bancorp Subsidiary shall under any circumstance be permitted to exercise control of Beacon Federal MFI or any Beacon Federal MFI Subsidiary prior to the Effective Time. 6.3.2 Beacon Federal 6.2.2. Medford Co-operative and BHLB Brookline Bank shall cooperate regarding meet on a regular basis to discuss and plan for the conversion of data processing and related electronic informational 50 systems of Beacon Federal Medford Co-operative to those used by BHLBBrookline Bank, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal Medford Co-operative of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Federal Medford Co-operative in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal neither Medford Co-operative shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal Medford Co-operative otherwise agrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. BHLB and Berkshire Bank shall indemnify Beacon Federal for any reasonable outIn the event that Medford Co-of-pocket fees, expenses, or charges that Beacon Federal or any Beacon Federal Subsidiary may incur as a result of takingoperative takes, at the request of BHLB or any BHLB SubsidiaryBrookline Bank, any action relative to third parties to facilitate the conversionconversion that results in the imposition of any termination fees or charges, Brookline Bank shall indemnify Medford Co-operative for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by MFI, or a termination of this Agreement under Section 11.1.8 or 11.1.9. 6.3.3 Beacon Federal 6.2.3. MFI shall provide BHLBBrookline Bancorp, within fifteen (15) Business Days business days of the end of each calendar month, a written list of nonperforming assets (the term “"nonperforming assets,” " for purposes of this subsection, means (i) loans that are “"troubled debt restructuring” " as defined in Statement of Financial Accounting Standards Codification 310-40No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructuring," (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due due) as of the end of such month and (viv) and impaired loans. On a monthly basis, Beacon Federal MFI shall provide BHLB Brookline Bancorp with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank officer and director loan committee meetings. 6.3.4 Beacon Federal 6.2.4. MFI shall promptly inform BHLB, to the extent permitted by applicable law, Brookline Bancorp upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal MFI or any Beacon Federal MFI Subsidiary under any labor or employment law.

Current Information. 6.3.1 6.2.1. During the period from the date of this Agreement to the Effective Time, Beacon Federal Allegiance Bank will cause one or more of its representatives (as requested by BCB) to confer with representatives of BHLB to inform BHLB regarding Beacon Federal’s BCB and report the general status of its ongoing operations at such times as BHLB BCB may reasonably request. Beacon Federal Allegiance Bank will promptly notify BHLB BCB of any material change in the ordinary normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal or any Beacon Federal SubsidiaryAllegiance Bank. Without limiting the foregoing, senior officers of BHLB BCB and Beacon Federal Allegiance Bank shall meet monthly on a reasonably regular basis (expected to review, be at least monthly) to the extent permitted by applicable law, review the financial and operational affairs of Beacon Federal and the Beacon Federal SubsidiariesAllegiance Bank, in accordance with applicable law, and Beacon Federal Allegiance Bank shall give due consideration to BHLBBCB’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB BCB nor Berkshire Bank any BCB Subsidiary shall under any circumstance be permitted to exercise control of Beacon Federal or any Beacon Federal Subsidiary Allegiance Bank prior to the Effective Time. 6.3.2 Beacon Federal 6.2.2. Allegiance Bank and BHLB BCB Bank shall cooperate regarding meet on a regular basis to discuss and plan for the conversion of Allegiance Bank’s data processing and related electronic informational systems of Beacon Federal to those used by BHLBBCB Bank, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal Allegiance Bank of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Federal Allegiance Bank in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal Allegiance Bank shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal Allegiance Bank otherwise agrees and provided it is permitted by applicable lawagrees, no conversion shall take place prior to the Effective Time. BHLB and Berkshire In the event that Allegiance Bank shall indemnify Beacon Federal for any reasonable out-of-pocket fees, expenses, or charges that Beacon Federal or any Beacon Federal Subsidiary may incur as a result of takingtakes, at the request of BHLB or any BHLB SubsidiaryBCB Bank, any action relative to third parties to facilitate the conversionconversion that results in the imposition of any termination fees or charges, BCB Bank shall indemnify Allegiance Bank for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by Allegiance Bank, or a termination of this Agreement under Section 11.1.8 or 11.1.9. 6.3.3 Beacon Federal 6.2.3. Allegiance Bank shall provide BHLBBCB Bank, within fifteen (15) Business Days business days of the end of each calendar month, a written list of (a) nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Statement of Financial Accounting Standards Codification 310-40No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructuring,” (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due due) as of the end of such month and (viv) and impaired loans. , (b) all loans past due, (c) all classified loans and (d) all loans listed on Allegiance Bank’ “watch list.” On a monthly basis, Beacon Federal Allegiance Bank shall provide BHLB BCB Bank with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank officer and director loan committee meetings. 6.3.4 Beacon Federal 6.2.4. Allegiance Bank shall promptly inform BHLB, to the extent permitted by applicable law, BCB upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal or any Beacon Federal Subsidiary Allegiance Bank under any labor or employment law. 6.2.5. Allegiance Bank shall deliver to BCB as of the date hereof the signed Allegiance Bank Voting Agreements by the directors and executive officers of Allegiance Bank as set forth in ALLEGIANCE BANK DISCLOSURE SCHEDULE 6.2.5.

Current Information. 6.3.1 6.2.1. During the period from the date of this Agreement to the Effective Time, Beacon Federal MFI will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon Federal’s Brookline Bancorp and report the general status of its ongoing operations at such times as BHLB Brookline Bancorp may reasonably request. Beacon Federal MFI will promptly notify BHLB Brookline Bancorp of any material change in the ordinary normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal MFI or any Beacon Federal MFI Subsidiary. Without limiting the foregoing, senior officers of BHLB Brookline Bancorp and Beacon Federal MFI shall meet monthly on a reasonably regular basis (expected to review, be at least monthly) to the extent permitted by applicable law, review the financial and operational affairs of Beacon Federal MFI and the Beacon Federal its Subsidiaries, in accordance with applicable law, and Beacon Federal MFI shall give due consideration to BHLB’s Brookline Bancorp's input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB Brookline Bancorp nor Berkshire Bank any Brookline Bancorp Subsidiary shall under any circumstance be permitted to exercise control of Beacon Federal MFI or any Beacon Federal MFI Subsidiary prior to the Effective Time. 6.3.2 Beacon Federal 6.2.2. Medford Co-operative and BHLB Brookline Bank shall cooperate regarding meet on a regular basis to discuss and plan for the conversion of data processing and related electronic informational 50 systems of Beacon Federal Medford Co-operative to those used by BHLBBrookline Bank, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal Medford Co-operative of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-non- renewal of personal property leases and software licenses used by Beacon Federal Medford Co-operative in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal neither Medford Co-operative shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal Medford Co-operative otherwise agrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. BHLB and Berkshire Bank shall indemnify Beacon Federal for any reasonable outIn the event that Medford Co-of-pocket fees, expenses, or charges that Beacon Federal or any Beacon Federal Subsidiary may incur as a result of takingoperative takes, at the request of BHLB or any BHLB SubsidiaryBrookline Bank, any action relative to third parties to facilitate the conversionconversion that results in the imposition of any termination fees or charges, Brookline Bank shall indemnify Medford Co-operative for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by MFI, or a termination of this Agreement under Section 11.1.8 or 11.1.9. 6.3.3 Beacon Federal 6.2.3. MFI shall provide BHLBBrookline Bancorp, within fifteen (15) Business Days business days of the end of each calendar month, a written list of nonperforming assets (the term “"nonperforming assets,” " for purposes of this subsection, means (i) loans that are “"troubled debt restructuring” " as defined in Statement of Financial Accounting Standards Codification 310-40No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructuring," (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due due) as of the end of such month and (viv) and impaired loans. On a monthly basis, Beacon Federal MFI shall provide BHLB Brookline Bancorp with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank officer and director loan committee meetings. 6.3.4 Beacon Federal 6.2.4. MFI shall promptly inform BHLB, to the extent permitted by applicable law, Brookline Bancorp upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal MFI or any Beacon Federal MFI Subsidiary under any labor or employment law.

Current Information. 6.3.1 6.2.1. During the period from the date of this Agreement to the Effective Time, Beacon Federal FNBNY will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon Federal’s Bridge Bancorp and report the general status of its ongoing operations at such times as BHLB Bridge Bancorp may reasonably request, subject to the consent of the Chief Executive Officer of FNBNY (which consent will not be unreasonably withheld, conditioned or delayed). Beacon Federal FNBNY will promptly notify BHLB Bridge Bancorp of any material change in the ordinary normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal FNBNY or any Beacon Federal FNBNY Subsidiary. Without limiting the foregoing, senior officers of BHLB Bridge Bancorp and Beacon Federal FNBNY shall meet on a monthly basis to review, to the extent permitted by applicable law, review the financial and operational affairs of Beacon Federal FNBNY and the Beacon Federal its Subsidiaries, in accordance with applicable law, and Beacon Federal FNBNY shall give due consideration to BHLBBridge Bancorp’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB Bridge Bancorp nor Berkshire Bank any Bridge Bancorp Subsidiary shall under any circumstance be permitted to exercise control of Beacon Federal FNBNY or any Beacon Federal FNBNY Subsidiary prior to the Effective Time. 6.3.2 Beacon Federal 6.2.2. First National Bank and BHLB Bridgehampton National Bank shall cooperate regarding meet on a regular basis to discuss and plan for the conversion of First National Bank’s data processing and related electronic informational systems of Beacon Federal to those used by BHLBBridgehampton National Bank, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal First National Bank of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Federal First National Bank in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal First National Bank shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal First National Bank otherwise agrees and provided it is permitted by applicable lawagrees, no conversion shall take place prior to the Effective Time. 6.2.3. BHLB and Berkshire First National Bank shall indemnify Beacon Federal for any reasonable out-of-pocket fees, expenses, or charges that Beacon Federal or any Beacon Federal Subsidiary may incur as a result of taking, at the request of BHLB or any BHLB Subsidiary, any action to facilitate the conversion. 6.3.3 Beacon Federal shall provide BHLBBridgehampton National Bank, within fifteen (15) Business Days business days of the end of each calendar month, a written list of nonperforming assets (the term “nonperforming all FNBNY delinquent loans and classified assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Accounting Standards Codification 310-40, (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due as of the end of such month and (v) and impaired loans. On a monthly basis, Beacon Federal FNBNY shall provide BHLB Bridgehampton National Bank with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank officer and director loan committee meetings. 6.3.4 Beacon Federal 6.2.4. FNBNY shall promptly inform BHLB, to the extent permitted by applicable law, Bridge Bancorp upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal FNBNY or any Beacon Federal FNBNY Subsidiary under any labor or employment law.

Current Information. 6.3.1 (a) During the period from the date of this Agreement to the Effective Time, Beacon Flatbush Federal Bancorp will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon Federal’s Northfield Bancorp and report the general status of its ongoing operations at such times as BHLB Northfield Bancorp may reasonably request, provided that such representatives shall be subject to the Confidentiality Agreement. Beacon Flatbush Federal Bancorp will promptly notify BHLB Northfield Bancorp of any material change in the ordinary normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Flatbush Federal Bancorp or any Beacon Federal Flatbush Subsidiary. Without limiting the foregoing, senior officers of BHLB Northfield Bancorp and Beacon Flatbush Federal Bancorp shall meet monthly on a reasonably regular basis (expected to review, be at least monthly) to the extent permitted by applicable law, review the financial and operational affairs of Beacon Flatbush Federal Bancorp and the Beacon Federal its Subsidiaries, in accordance with applicable law, and Beacon Flatbush Federal Bancorp shall give due consideration to BHLBNorthfield Bancorp’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB Northfield Bancorp nor Berkshire Bank any Northfield Bancorp Subsidiary shall under any circumstance be permitted to exercise control of Beacon Flatbush Federal Bancorp or any Beacon Federal Flatbush Subsidiary prior to the Effective Time. 6.3.2 Beacon (b) Representatives of Flatbush Federal Savings and BHLB Northfield Bank shall cooperate regarding meet on a regular basis to discuss and plan for the conversion of Flatbush Federal Savings’ data processing and related electronic informational systems of Beacon Federal to those used by BHLBNorthfield Bank, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Flatbush Federal Savings of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Flatbush Federal Savings in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Flatbush Federal Savings shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal otherwise agrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. BHLB and Berkshire Bank shall indemnify Beacon In the event that Flatbush Federal for any reasonable out-of-pocket fees, expenses, or charges that Beacon Federal or any Beacon Federal Subsidiary may incur as a result of takingSavings takes, at the request of BHLB or any BHLB SubsidiaryNorthfield Bank, any action relative to third parties to facilitate the conversionconversion that results in the imposition of any termination fees or charges, Northfield Bank shall indemnify Flatbush Federal Savings for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Mid-Tier Merger is not consummated for any reason other than a willful breach of this Agreement by Flatbush Federal Bancorp, or a termination of this Agreement under Section 10.01(g) or 10.01(h). 6.3.3 Beacon (c) Flatbush Federal Savings shall provide BHLBNorthfield Bank, within fifteen (15) Business Days of business days after the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Accounting Standards Codification 310-40, “Troubled Debt Restructuring by Creditors,” (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due as of the end of such month month, and (viv) and impaired loans). On a monthly basis, Beacon Flatbush Federal Savings shall provide BHLB Northfield Bank with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank officer and director loan committee meetings. 6.3.4 Beacon (d) Flatbush Federal Bancorp shall promptly inform BHLB, to the extent permitted by applicable law, Northfield Bancorp upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federalFederal, state or local commission, agency or board) relating to the alleged liability of Beacon Flatbush Federal Bancorp or any Beacon Federal Flatbush Subsidiary under any labor or employment law.

Current Information. 6.3.1 (a) During the period from the date of this Agreement to the Effective Time, Beacon Federal Alpena Banking Corporation will cause one or more of its representatives to confer with representatives of BHLB to inform BHLB regarding Beacon Federal’s First Federal Bancorp and report on the general status of its ongoing operations at such times as BHLB First Federal Bancorp may reasonably request, provided that such representatives shall be subject to the Confidentiality Agreement. Beacon Federal Alpena Banking Corporation will promptly notify BHLB First Federal Bancorp of any material change in the ordinary normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon Federal Alpena Banking Corporation or any Beacon Federal Alpena Banking Subsidiary. Without limiting the foregoing, senior officers of BHLB First Federal Bancorp and Beacon Federal Alpena Banking Corporation shall meet monthly on a reasonably regular basis (expected to review, be at least monthly) to the extent permitted by applicable law, review the financial and operational affairs of Beacon Federal Alpena Banking Corporation and the Beacon Federal its Subsidiaries, in accordance with applicable law, and Beacon Federal Alpena Banking Corporation shall give due consideration to BHLBFirst Federal Bancorp’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB First Federal Bancorp nor Berkshire Bank any First Federal Bancorp Subsidiary shall under any circumstance be permitted to exercise control of Beacon Federal Alpena Banking Corporation or any Beacon Federal Alpena Banking Subsidiary prior to the Effective Time. 6.3.2 Beacon (b) Representatives of Bank of Alpena and First Federal Bank shall meet on a regular basis to discuss and BHLB shall cooperate regarding a plan for the conversion of Bank of Alpena’s data processing and related electronic informational systems of Beacon Federal to those used by BHLBFirst Federal Bank, which planning shall include, but not be limited to, discussion of the possible termination by Beacon Federal Bank of Alpena of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon Federal Bank of Alpena in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon Federal Bank of Alpena shall not be obligated to take any such action prior to the Effective Time and, unless Beacon Federal otherwise agrees and provided it is permitted by applicable law, no conversion shall take place prior to the Effective Time. BHLB and Berkshire In the event that Bank shall indemnify Beacon Federal for any reasonable out-of-pocket fees, expenses, or charges that Beacon Federal or any Beacon Federal Subsidiary may incur as a result of takingAlpena takes, at the request of BHLB or any BHLB SubsidiaryFirst Federal Bank, any action relative to third parties to facilitate the conversionconversion that results in the imposition of any termination fees or charges, First Federal Bank shall indemnify Bank of Alpena for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a willful breach of this Agreement by Alpena Banking Corporation, or a termination of this Agreement under Section 10.01(g) or 10.01(i). 6.3.3 Beacon Federal (c) Bank of Alpena shall provide BHLBFirst Federal Bank, within fifteen (15) Business Days of business days after the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Accounting Standards Codification 310-40, “Troubled Debt Restructuring by Creditors,” (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due as of the end of such month month, and (viv) and impaired loans). On a monthly basis, Beacon Federal Bank of Alpena shall provide BHLB First Federal Bank with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank officer and director loan committee meetings. 6.3.4 Beacon Federal (d) Alpena Banking Corporation shall promptly inform BHLB, to the extent permitted by applicable law, First Federal Bancorp upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federalFederal, state or local commission, agency or board) relating to the alleged liability of Beacon Federal Alpena Banking Corporation or any Beacon Federal Alpena Banking Subsidiary under any labor or employment law.

Current Information. 6.3.1 (a) During the period from the date of this Agreement to the First Merger Effective Time, Beacon ▇▇▇▇▇▇▇▇ Federal will cause one or more of its representatives (as designated by ▇▇▇▇▇▇▇▇ Federal’s chief executive officer from time to time) to confer with representatives of BHLB to inform BHLB regarding Beacon Federal’s OFED and report the general status of its ongoing operations at such times as BHLB OFED may reasonably request. Beacon ▇▇▇▇▇▇▇▇ Federal will promptly notify BHLB OFED of any material change in the ordinary course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Beacon ▇▇▇▇▇▇▇▇ Federal. Any information provided pursuant to this Section 5.02 and Section 5.03, 5.04 and 5.11, will be subject to the Confidentiality Agreement and may only be used to facilitate the transactions contemplated hereby. (b) ▇▇▇▇▇▇▇▇ Federal or any Beacon Federal Subsidiary. Without limiting the foregoing, senior officers of BHLB and Beacon Oconee Federal shall meet monthly on a regular basis to review, to the extent permitted by applicable law, the financial discuss and operational affairs of Beacon Federal and the Beacon Federal Subsidiaries, and Beacon Federal shall give due consideration to BHLB’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither BHLB nor Berkshire Bank shall under any circumstance be permitted to exercise control of Beacon Federal or any Beacon Federal Subsidiary prior to the Effective Time. 6.3.2 Beacon Federal and BHLB shall cooperate regarding a plan for the conversion of ▇▇▇▇▇▇▇▇ Federal’s data processing and related electronic informational systems of Beacon Federal to those used by BHLBOconee Federal, which planning shall include, but not be limited to, discussion of the possible termination by Beacon ▇▇▇▇▇▇▇▇ Federal of third-party service provider arrangements effective at the Second Merger Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Beacon ▇▇▇▇▇▇▇▇ Federal in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Beacon ▇▇▇▇▇▇▇▇ Federal shall not be obligated to take any such action prior to the Second Merger Effective Time and, unless Beacon ▇▇▇▇▇▇▇▇ Federal otherwise agrees and provided it is permitted by applicable lawagrees, in its sole discretion, no conversion shall take place prior to the Second Merger Effective Time. BHLB and Berkshire Bank shall indemnify Beacon In the event that ▇▇▇▇▇▇▇▇ Federal for any reasonable out-of-pocket fees, expenses, or charges that Beacon Federal or any Beacon Federal Subsidiary may incur as a result of takingtakes, at the request of BHLB or any BHLB SubsidiaryOconee Federal, any action relative to third parties to facilitate the conversionconversion that results in the imposition of any termination fees or charges, Oconee Federal shall indemnify ▇▇▇▇▇▇▇▇ Federal for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by ▇▇▇▇▇▇▇▇ Federal. 6.3.3 Beacon Federal shall provide BHLB, within fifteen (15c) Business Days of the end of each calendar month, a written list of nonperforming assets (the term “nonperforming assets,” for purposes of this subsection, means (i) loans that are “troubled debt restructuring” as defined in Accounting Standards Codification 310-40, (ii) loans on nonaccrual, (iii) real estate owned, (iv) all loans ninety (90) days or more past due as of the end of such month and (v) and impaired loans. On a monthly basis, Beacon Federal shall provide BHLB with a schedule of all (x) loan grading changes and (y) loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan. Beacon Federal will promptly prepare and provide BHLB with the minutes of all Beacon Federal and Beacon Bank officer and director loan committee meetings. 6.3.4 Beacon ▇▇▇▇▇▇▇▇ Federal shall promptly inform BHLB, to the extent permitted by applicable law, OFED upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations (by any federal, state or local commission, agency or board) relating to the alleged liability of Beacon ▇▇▇▇▇▇▇▇ Federal or any Beacon Federal Subsidiary under any labor or employment law. (d) ▇▇▇▇▇▇▇▇ Federal shall promptly inform OFED upon receiving any written offer for the purchase of OREO.