Common use of Access; Information Clause in Contracts

Access; Information. (a) ONB and Monroe, 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 full and continuing access to the properties, facilities, operations, books and records of the other party. ONB and Monroe, 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 Monroe or ONB or either of their Subsidiaries. Upon request, Monroe 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 Monroe which has been or is developed by the other party, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by the other party of any claim of attorney-client privilege), and will permit ONB or Monroe or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe or ONB, as applicable, and such auditors and accountants will be directed to furnish copies of any reports or financial information as developed to ONB or Monroe or its representatives or agents, as applicable. No investigation by ONB or Monroe shall affect the representations and warranties made by Monroe or ONB herein. Any confidential information or trade secrets received by ONB, Monroe 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 ONB or Monroe, as applicable, or at ONB’s or Monroe’s request, returned to ONB or Monroe, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof. Additionally, any confidential information or trade secrets received by ONB or Monroe, 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 hereof). This Section 5.09 will not require the disclosure of any information to ONB or Monroe which would be prohibited by law. The ability of ONB or Monroe 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, ONB and Monroe (and each employee, representative or agent of ONB and Monroe) 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 ONB or Monroe 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 Monroe 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. (b) Beginning on the date of this Agreement, the President of ONB, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board of Directors and all committees of Monroe and any of its Subsidiaries, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel committee, and any other committee of Monroe or 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, or an Acquisition Proposal are being discussed.

Access; Information. (a) ONB and MonroeICB, 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 full and continuing access to the properties, facilities, operations, books and records of the other party. ONB and MonroeICB, 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 Monroe ICB or ONB or either of their Subsidiaries. Upon request, Monroe 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 Monroe ICB which has been or is developed by the other party, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by the other party of any claim of attorney-client privilege), and will permit ONB or Monroe ICB or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe ICB or ONB, as applicable, and such auditors and accountants will be directed to furnish copies of any reports or financial information as developed to ONB or Monroe ICB or its representatives or agents, as applicable. No investigation by ONB or Monroe ICB shall affect the representations and warranties made by Monroe ICB or ONB herein. Any confidential information or trade secrets received by ONB, Monroe ICB 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 ONB or MonroeICB, as applicable, or at ONB’s or MonroeICB’s request, returned to ONB or MonroeICB, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof. Additionally, any confidential information or trade secrets received by ONB or MonroeICB, 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 hereof). This Section 5.09 will not require the disclosure of any information to ONB or Monroe ICB which would be prohibited by law. The ability of ONB or Monroe ICB 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, ONB and Monroe ICB (and each employee, representative or agent of ONB and MonroeICB) 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 ONB or Monroe 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 Monroe 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 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. (b) Beginning on the date of this Agreement, the President of ONB, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board of Directors and all committees of Monroe and any of its Subsidiaries, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel committee, and any other committee of Monroe or 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, or an Acquisition Proposal are being discussed.

Access; Information. (a) ONB and MonroeTFC, 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 full and continuing access to the properties, facilities, operations, books and records of the other party. ONB and MonroeTFC, 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 Monroe TFC or ONB or either of their Subsidiaries. Upon request, Monroe 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 Monroe TFC which has been or is developed by the other party, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by the other party of any claim of attorney-client privilege), and will permit ONB or Monroe TFC or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe TFC or ONB, as applicable, and such auditors and accountants will be directed to furnish copies of any reports or financial information as developed to ONB or Monroe TFC or its representatives or agents, as applicable. No investigation by ONB or Monroe TFC shall affect the representations and warranties made by Monroe TFC or ONB herein. Any confidential information or trade secrets received by ONB, Monroe TFC 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 ONB or MonroeTFC, as applicable, or at ONB’s or MonroeTFC’s request, returned to ONB or MonroeTFC, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof. Additionally, any confidential information or trade secrets received by ONB or MonroeTFC, 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 hereof). This Section 5.09 will not require the disclosure of any information to ONB or Monroe TFC which would be prohibited by law. The ability of ONB or Monroe TFC 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, ONB and Monroe TFC (and each employee, representative or agent of ONB and MonroeTFC) 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 ONB or Monroe 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 Monroe 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 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. (b) Beginning on the date of this Agreement, the President of ONB, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board of Directors and all committees of Monroe and any of its Subsidiaries, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel committee, and any other committee of Monroe or 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, or an Acquisition Proposal are being discussed.

Access; Information. (a) ONB and MonroeLSB, 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 full and continuing access to the properties, facilities, operations, books and records of the other party. ONB and MonroeLSB, 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 Monroe LSB or ONB or either of their Subsidiaries. Upon request, Monroe LSB 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 Monroe LSB which has been or is developed by the other party, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by the other party of any claim of attorney-client privilege), and will permit ONB or Monroe LSB or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe LSB or ONB, as applicable, and such auditors and accountants will be directed to furnish copies of any reports or financial information as developed to ONB or Monroe LSB or its representatives or agents, as applicable. No investigation by ONB or Monroe LSB shall affect the representations and warranties made by Monroe LSB or ONB herein. Any confidential information or trade secrets received by ONB, Monroe LSB 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 ONB or MonroeLSB, as applicable, or at ONB’s or MonroeLSB’s request, returned to ONB or MonroeLSB, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof. Additionally, any confidential information or trade secrets received by ONB or MonroeLSB, 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 hereof). This Section 5.09 will not require the disclosure of any information to ONB or Monroe LSB which would be prohibited by law. The ability of ONB or Monroe LSB 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, ONB and Monroe LSB (and each employee, representative or agent of ONB and MonroeLSB) 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 ONB or Monroe LSB 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 Monroe LSB 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. (b) Beginning on the date of this Agreement, the President of ONB, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board of Directors and all committees of Monroe and any of its Subsidiaries, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel committee, and any other committee of Monroe or 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, or an Acquisition Proposal are being discussed.

Access; Information. (a) ONB Horizon and MonroeWBKC, 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 full and continuing reasonable access to the properties, facilities, operations, books books, and records of the other partyparty (other than minutes that discuss any of the transactions contemplated by this Agreement). ONB Horizon and MonroeWBKC, 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 Monroe WBKC or ONB Horizon or either of their Subsidiaries. Upon request; provided further, Monroe and ONB will furnish the other party neither WBKC, Horizon, nor any of their Subsidiaries shall be required to take any action that would provide access to or its representatives to disclose information where such access 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 Monroe which has been or is developed by the other party, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not violate or prejudice the rights of any customer or other person or would result in the waiver by any of them of the other party privilege protecting communications between any of them and any claim of attorney-client privilege)their counsel. In addition, after receipt of all Regulatory Approvals and will permit ONB or Monroe or their representatives or agents the necessary shareholders’ approval, WBKC shall cooperate with Horizon to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe or ONB, as applicable, facilitate introductions to Wolverine Bank’s customers and such auditors key business partners and accountants will be directed to furnish copies of any reports or financial information as developed to ONB or Monroe or its representatives or agents, as applicable. referral sources. (b) No investigation by ONB Horizon or Monroe WBKC shall affect the representations and warranties made by Monroe WBKC or ONB Horizon herein. . (c) Any confidential information or trade secrets received by ONBHorizon, Monroe WBKC, 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 ONB Horizon or MonroeWBKC, as applicable, or at ONBHorizon’s or MonroeWBKC’s request, returned to ONB Horizon or MonroeWBKC, 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 ONB Horizon or MonroeWBKC, 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 11.09 hereof11.09). This Section 5.09 5.10 will not require the disclosure of any information to ONB Horizon or Monroe WBKC which would be prohibited by law. The ability law or regulation. (d) WBKC shall also provide Horizon with copies of ONB or Monroe to consult with any tax advisor (including a tax advisor independent minutes and consents from all other entities involved in Board of Director and committee meetings no later than two (2) business days after such minutes are approved at 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 next monthly meeting of the contrary Board of Directors (other than the preceding sentence), except as reasonably necessary to comply with applicable securities laws, ONB and Monroe (and each employee, representative or agent of ONB and Monroe) 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) minutes that are or have been provided to ONB or Monroe 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 Monroe 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 discuss 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. (b) Beginning on the date of this Agreement, the President of ONB, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board of Directors and all committees of Monroe and any of its Subsidiaries, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel committee, and any other committee of Monroe or 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, or an Acquisition Proposal are being discussedAgreement and other than portions of minutes that contain information that is expressly exempt from disclosure pursuant to this Section 5.10).

Access; Information. (a) ONB NWIN and MonroeAJSB, 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 full and continuing reasonable access to the properties, facilities, operations, books books, and records of the other partyparty (other than minutes that discuss any of the transactions contemplated by this Agreement or minutes the sharing of which would result in the waiver of attorney-client privilege). ONB NWIN and MonroeAJSB, 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 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; providedprovided that, however, that such access or investigation shall not interfere unnecessarily with the normal business operations of Monroe AJSB or ONB NWIN or either of their Subsidiaries. Upon request; provided further, Monroe and ONB will furnish the other party neither NWIN, AJSB, nor any of their Subsidiaries shall be required to take any action that would provide access to or its representatives to disclose information where such access 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 Monroe which has been or is developed by the other party, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not violate or prejudice the rights of any customer or other person or would result in the waiver by any of them of the other party privilege protecting communications between any of them and any claim of attorney-client privilege)their counsel. In addition, after receipt of all Regulatory Approvals and will permit ONB or Monroe or their representatives or agents the necessary stockholders’ approval, AJSB shall cooperate with NWIN to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe or ONB, as applicable, facilitate introductions to AJS Bank’s customers and such auditors key business partners and accountants will be directed to furnish copies of any reports or financial information as developed to ONB or Monroe or its representatives or agents, as applicable. referral sources. (b) No investigation by ONB NWIN or Monroe AJSB shall affect the representations and warranties made by Monroe AJSB or ONB NWIN herein. . (c) Any confidential information or trade secrets received by ONBNWIN, Monroe AJSB, 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 ONB NWIN or MonroeAJSB, as applicable, or at ONBNWIN’s or MonroeAJSB’s request, returned to ONB NWIN or MonroeAJSB, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof; provided that, the parties may retain such received confidential information for use solely to comply with applicable Law or regulation or professional standard or bona fide internal compliance policy requirements. Additionally, any confidential information or trade secrets received by ONB NWIN or MonroeAJSB, 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 hereof11.08). This Section 5.09 5.10 will not require the disclosure of any information to ONB NWIN or Monroe AJSB which would be prohibited by lawLaw. The ability (d) AJSB shall provide NWIN with copies of ONB or Monroe to consult with any tax advisor (including a tax advisor independent minutes and consents from all other entities involved in such Board of Directors and committee meetings no later than two business days after such minutes are approved at 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 next monthly meeting of the contrary Board of Directors (other than the preceding sentence), except as reasonably necessary to comply with applicable securities laws, ONB and Monroe (and each employee, representative or agent of ONB and Monroe) 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) minutes that are or have been provided to ONB or Monroe 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 Monroe 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 discuss 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. (b) Beginning on the date of this Agreement, the President of ONB, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board of Directors and all committees of Monroe and any of its Subsidiaries, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel committee, and any other committee of Monroe or 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, Agreement or an Acquisition Proposal are being discussedminutes the sharing of which would result in the waiver of attorney-client privilege).

Access; Information. (a) ONB MainSource and Monroe1st 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 full and continuing access to the properties, facilities, operations, books and records of the other party. ONB MainSource and Monroe1st Independence, 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 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 Monroe 1st Independence, 1st Bank or ONB or either of their SubsidiariesMainSource. Upon request, Monroe 1st Independence and ONB MainSource 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 MainSource or Monroe 1st Independence which has been or is developed by the other party, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by the other party of any claim of attorney-client privilege), and will permit ONB MainSource or Monroe 1st Independence or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe 1st Independence or ONBMainSource, as applicable, and such auditors and accountants will be directed to furnish copies of any reports or financial information as developed to ONB MainSource or Monroe 1st Independence or its representatives or agents, as applicable. No investigation by ONB MainSource or Monroe 1st Independence shall affect the representations and warranties made by Monroe 1st Independence, 1st Bank or ONB MainSource herein. Any confidential information or trade secrets received by ONBMainSource, Monroe 1st Independence 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 ONB MainSource or Monroe1st Independence, as applicable, or at ONB’s MainSource's or Monroe’s 1st Independence's request, returned to ONB MainSource or Monroe1st Independence, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof. Additionally, any confidential information or trade secrets received by ONB or Monroe, 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 hereof). This Section 5.09 will not require the disclosure of any information to ONB MainSource or Monroe 1st Independence which would be prohibited by law. The ability of ONB MainSource or Monroe 1st 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, ONB and Monroe (and each employee, representative or agent of ONB and Monroe) 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 ONB or Monroe 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 Monroe 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 hereby5. (b) Beginning on the date of this Agreement, the President of ONB, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board of Directors and all committees of Monroe and any of its Subsidiaries, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel committee, and any other committee of Monroe or 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, or an Acquisition Proposal are being discussed.

Access; Information. (a) ONB Horizon and MonroeLPB, 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 full and continuing reasonable access to the properties, facilities, operations, books and records of the other partyparty (other than minutes that discuss any of the transactions contemplated by this Agreement). ONB Horizon and MonroeLPB, 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 Monroe LPB or ONB Horizon or either of their Subsidiaries. Upon request; provided further, Monroe and ONB will furnish the other party neither LPB, Horizon nor any of their Subsidiaries shall be required to take any action that would provide access to or its representatives to disclose information where such access 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 Monroe which has been or is developed by the other party, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not violate or prejudice the rights of any customer or other person or would result in the waiver by any of them of the other party privilege protecting communications between any of them and any claim of attorney-client privilege)their counsel. In addition, after receipt of all Regulatory Approvals and will permit ONB or Monroe or their representatives or agents Stockholder Approval, LPB shall cooperate with Horizon to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe or ONB, as applicable, facilitate introductions to LPSB’s customers and such auditors key business partners and accountants will be directed to furnish copies of any reports or financial information as developed to ONB or Monroe or its representatives or agents, as applicable. referral sources. (b) No investigation by ONB Horizon or Monroe LPB shall affect the representations and warranties made by Monroe LPB or ONB Horizon herein. . (c) Any confidential information or trade secrets received by ONBHorizon, Monroe LPB 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 ONB Horizon or MonroeLPB, as applicable, or at ONBHorizon’s or MonroeLPB’s request, returned to ONB Horizon or MonroeLPB, 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 ONB Horizon or MonroeLPB, 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 hereof11.08). This Section 5.09 5.10 will not require the disclosure of any information to ONB Horizon or Monroe LPB which would be prohibited by law. The ability . (d) LPB shall also provide Horizon with copies of ONB or Monroe to consult with any tax advisor (including a tax advisor independent minutes and consents from all other entities involved in the transactions contemplated herebysuch Board and committee meetings no later than fourteen (14) 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 days thereafter (other than the preceding sentence), except as reasonably necessary to comply with applicable securities laws, ONB and Monroe (and each employee, representative or agent of ONB and Monroe) 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) minutes that are or have been provided to ONB or Monroe 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 Monroe 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 discuss 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. (b) Beginning on the date of this Agreement, the President of ONB, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board of Directors and all committees of Monroe and any of its Subsidiaries, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel committee, and any other committee of Monroe or 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, or an Acquisition Proposal are being discussed).

Access; Information. (a) ONB MainSource and MonroeUCBC, 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 full and continuing access to the properties, facilities, operations, books and records of the other party. ONB MainSource and MonroeUCBC, 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 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 Monroe UCBC, Union Federal or ONB or either of their SubsidiariesMainSource. Upon request, Monroe UCBC and ONB MainSource 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 MainSource or Monroe UCBC which has been or is developed by the other party, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by the other party of any claim of attorney-client privilege), and will permit ONB MainSource or Monroe UCBC or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe UCBC or ONBMainSource, as applicable, and such auditors and accountants will be directed to furnish copies of any reports or financial information as developed to ONB MainSource or Monroe UCBC or its representatives or agents, as applicable. No investigation by ONB MainSource or Monroe UCBC shall affect the representations and warranties made by Monroe UCBC, Union Federal or ONB MainSource herein. Any confidential information or trade secrets received by ONBMainSource, Monroe UCBC 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 ONB MainSource or MonroeUCBC, as applicable, or at ONBMainSource’s or Monroe’s UCBC's request, returned to ONB MainSource or MonroeUCBC, as applicable, in the event this Agreement is terminated as provided in Article VIII IX hereof. Additionally, any confidential information or trade secrets received by ONB or Monroe, 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 hereof). This Section 5.09 6.09 will not require the disclosure of any information to ONB MainSource or Monroe UCBC which would be prohibited by law. The ability of ONB MainSource or Monroe UCBC 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 5.096.09. Notwithstanding anything herein to the contrary (other than the preceding sentence), except as reasonably necessary to comply with applicable securities laws, ONB MainSource and Monroe UCBC (and each employee, representative or agent of ONB MainSource and MonroeUCBC) may disclose to any and all Personspersons, 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 ONB MainSource or Monroe UCBC 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 MainSource and Monroe UCBC 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. (b) Beginning on the date of this Agreement, the ▇▇▇▇▇ ▇. ▇▇▇▇▇, President of ONBMainSource, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board board of Directors directors and all committees of Monroe UCBC and any of its SubsidiariesUnion Federal, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel personnel committee, and any other committee of Monroe or its SubsidiariesUCBC and Union Federal, except that any such Persons person shall be excluded from the portion of any meeting where this Agreement, Agreement or the transactions contemplated by this Agreement, or an Acquisition Proposal Agreement are being discussed.

Access; Information. (a) ONB MainSource and Monroe1st 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 full and continuing access to the properties, facilities, operations, books and records of the other party. ONB MainSource and Monroe1st Independence, 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 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 Monroe 1st Independence, 1st Bank or ONB or either of their SubsidiariesMainSource. Upon request, Monroe 1st Independence and ONB MainSource 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 MainSource or Monroe 1st Independence which has been or is developed by the other party, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by the other party of any claim of attorney-client privilege), and will permit ONB MainSource or Monroe 1st Independence or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe 1st Independence or ONBMainSource, as applicable, and such auditors and accountants will be directed to furnish copies of any reports or financial information as developed to ONB MainSource or Monroe 1st Independence or its representatives or agents, as applicable. No investigation by ONB MainSource or Monroe 1st Independence shall affect the representations and warranties made by Monroe 1st Independence, 1st Bank or ONB MainSource herein. Any confidential information or trade secrets received by ONBMainSource, Monroe 1st Independence 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 ONB MainSource or Monroe1st Independence, as applicable, or at ONBMainSource’s or Monroe1st Independence’s request, returned to ONB MainSource or Monroe1st Independence, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof. Additionally, any confidential information or trade secrets received by ONB or Monroe, 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 hereof). This Section 5.09 will not require the disclosure of any information to ONB MainSource or Monroe 1st Independence which would be prohibited by law. The ability of ONB MainSource or Monroe 1st 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, ONB MainSource and Monroe 1st Independence (and each employee, representative or agent of ONB MainSource and Monroe1st Independence) may disclose to any and all Personspersons, 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 ONB MainSource or Monroe 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 ONB MainSource and Monroe 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. (b) Beginning on the date of this Agreement, the President of ONBMainSource, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board of Directors and all committees of Monroe 1st Independence and any of its Subsidiaries1st Bank, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel personnel committee, and any other committee of Monroe or its Subsidiaries1st Independence and 1st Bank, except that any such Persons person shall be excluded from the portion of any meeting where this Agreement, Agreement or the transactions contemplated by this Agreement, or an Acquisition Proposal Agreement are being discussed.

Access; Information. (a) ONB MainSource and MonroeMBT, 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 full and continuing access to the properties, facilities, operations, books and records of the other party. ONB MainSource and MonroeMBT, 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 Monroe MBT or ONB MainSource or either of their Subsidiaries. Upon request, Monroe MBT and ONB MainSource 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 MainSource or Monroe MBT which has been or is developed by the other party, its auditors, accountants or attorneys (provided provided, with respect to attorneys, such disclosure would not result in the waiver by the other party of any claim of attorney-client privilege), and will permit ONB MainSource or Monroe MBT or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe MBT or ONBMainSource, as applicable, and such auditors and accountants will be directed to furnish copies of any reports or financial information as developed to ONB MainSource or Monroe MBT or its representatives or agents, as applicable. No investigation by ONB MainSource or Monroe MBT shall affect the representations and warranties made by Monroe MBT or ONB MainSource herein. Any confidential information or trade secrets received by ONBMainSource, Monroe MBT 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 ONB MainSource or MonroeMBT, as applicable, or at ONBMainSource’s or MonroeMBT’s request, returned to ONB MainSource or MonroeMBT, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof. Additionally, any confidential information or trade secrets received by ONB MainSource or MonroeMBT, 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 hereof). This Section 5.09 will not require the disclosure of any information to ONB MainSource or Monroe MBT which would be prohibited by law. The ability of ONB MainSource or Monroe MBT 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, ONB MainSource and Monroe MBT (and each employee, representative or agent of ONB MainSource and MonroeMBT) 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 ONB MainSource or Monroe 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 ONB MainSource and Monroe 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. (b) Beginning on the date of this Agreement, the President of ONBMainSource, or his designeesdesignee, shall be entitled to receive notice of and to attend solely as an observer, all regular and special meetings of the Board of Directors and all committees of Monroe MBT and any of its Subsidiaries, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel personnel committee, and any other committee of Monroe or MBT and its Subsidiaries, except that any such Persons person shall be excluded from the portion of any meeting where this Agreement, the transactions contemplated by this Agreement, Agreement or an Acquisition Proposal any other confidential information required by law not to be disclosed to such person are being discussed.

Access; Information. (a) ONB FFC and Monroe, and their its representatives and agents, shall, upon reasonable notice to the other partyHBI, at all times during normal business hours prior to the Effective Time, have full and continuing access to the properties, facilities, operations, books and records of the other party. ONB FFC and Monroe, and their its representatives and 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 HBI and their its 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 or unreasonably with the normal business operations of Monroe HBI or ONB or either of their its Subsidiaries. Upon requestIn addition, Monroe after receipt of all Regulatory Approvals and ONB will furnish required shareholder approvals, HBI shall cooperate with FFC to facilitate introductions to ▇▇▇▇▇▇▇ Bank & Trust’s customers and key business partners and referral sources. (b) Notwithstanding anything to the other party or its representatives or agentscontrary contained herein, 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 Monroe which has been or is developed by the other party, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by the other party of any claim of attorney-client privilege), and will permit ONB or Monroe or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe or ONB, as applicable, and such auditors and accountants will be directed to furnish copies of any reports or financial information as developed to ONB or Monroe or its representatives or agents, as applicable. No no investigation by ONB FFC or Monroe HBI shall affect the representations and warranties made by Monroe HBI or ONB FFC herein. . (c) Any confidential information or trade secrets received by ONBFFC, Monroe HBI 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 ONB FFC or MonroeHBI, as applicable, or at ONBFFC’s or MonroeHBI’s request, returned to ONB FFC or MonroeHBI, 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. Additionally, any confidential information or trade secrets received by ONB FFC or MonroeHBI, 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 hereof11.08). . (d) This Section 5.09 5.10 will not require the disclosure of any information to ONB FFC or Monroe HBI: (i) which would be prohibited by law. The ability , including the disclosure of ONB confidential supervisory information; or, (ii) which would be subject to attorney-client privilege. (e) Except to the extent prohibited by applicable Law or Monroe any Regulatory Agency, in order to consult provide for a smooth transition after the Closing, HBI shall provide FFC with any tax advisor (including a tax advisor independent copies of minutes and consents from all other entities involved in the transactions contemplated herebyHBI Board and committee meetings no later than fourteen (14) days thereafter; provided, however, that such materials shall not be limited by include matters related to discussions concerning 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, ONB and Monroe (and each employee, representative or agent of ONB and Monroe) 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 ONB or Monroe 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 Monroe 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. (b) Beginning on the date of this Agreement, the President of ONB, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board of Directors and all committees of Monroe and any of its Subsidiaries, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel committee, and any other committee of Monroe matters that the HBI Board or its Subsidiaries, except that any such Persons shall legal counsel has reasonably determined to be excluded from the portion of any meeting where this Agreement, the transactions contemplated by this Agreement, or an Acquisition Proposal are being discussedsubject to attorney-client privilege.

Access; Information. (a) ONB MainSource and MonroeFCB, 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 full and continuing access to the properties, facilities, operations, books and records of the other party. ONB MainSource and MonroeFCB, 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 Monroe FCB or ONB MainSource or either of their Subsidiaries. Upon request, Monroe FCB and ONB MainSource 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 MainSource or Monroe FCB which has been or is developed by the other party, its auditors, accountants or attorneys (provided provided, with respect to attorneys, such disclosure would not result in the waiver by the other party of any claim of attorney-client privilege), and will permit ONB MainSource or Monroe FCB or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe FCB or ONBMainSource, as applicable, and such auditors and accountants will be directed to furnish copies of any reports or financial information as developed to ONB MainSource or Monroe FCB or its representatives or agents, as applicable. No investigation by ONB MainSource or Monroe FCB shall affect the representations and warranties made by Monroe FCB or ONB MainSource herein. Any confidential information or trade secrets received by ONBMainSource, Monroe FCB 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 ONB MainSource or MonroeFCB, as applicable, or at ONBMainSource’s or MonroeFCB’s request, returned to ONB MainSource or MonroeFCB, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof. Additionally, any confidential information or trade secrets received by ONB MainSource or MonroeFCB, 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 hereof). This Section 5.09 will not require the disclosure of any information to ONB MainSource or Monroe FCB which would be prohibited by law. The ability of ONB MainSource or Monroe FCB 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, ONB MainSource and Monroe FCB (and each employee, representative or agent of ONB MainSource and MonroeFCB) 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 ONB MainSource or Monroe FCB 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 MainSource and Monroe FCB 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. (b) Beginning on the date of this Agreement, the President of ONB, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board of Directors and all committees of Monroe and any of its Subsidiaries, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel committee, and any other committee of Monroe or 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, or an Acquisition Proposal are being discussed.

Access; Information. (a) ONB and MonroeAnchor, 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 full and continuing access to the properties, facilities, operations, books and records of the other party. ONB and MonroeAnchor, 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 respective 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 Monroe Anchor or ONB or either of their respective Subsidiaries. Upon request, Monroe Anchor 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 Monroe Anchor which has been or is developed by the other party, its auditors, accountants or attorneys (provided with respect to attorneys, such disclosure would not result in the waiver by the other party of any claim of attorney-client privilege), and will permit ONB or Monroe Anchor or their representatives or agents to discuss such information directly with any individual or firm performing auditing or accounting functions for Monroe Anchor or ONB, as applicable, and such auditors and accountants will be directed to furnish copies of any reports or financial information as developed to ONB or Monroe Anchor or its representatives or agents, as applicable. No investigation by ONB or Monroe Anchor shall affect the representations and warranties made by Monroe Anchor or ONB herein. Any confidential information or trade secrets received by ONB, Monroe Anchor 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 ONB or MonroeAnchor, as applicable, or at ONB’s or MonroeAnchor’s request, returned to ONB or MonroeAnchor, as applicable, in the event this Agreement is terminated as provided in Article VIII hereof. Additionally, any confidential information or trade secrets received by ONB or MonroeAnchor, 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 hereof). This Section 5.09 will not require the disclosure of any information to ONB or Monroe Anchor which would be prohibited by law. The ability of ONB or Monroe 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, ONB and Monroe (and each employee, representative or agent of ONB and Monroe) 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 ONB or Monroe 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 Monroe 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. (b) Beginning on the date of this Agreement, the President of ONB, or his designees, shall be entitled to receive notice of and to attend all regular and special meetings of the Board of Directors and all committees of Monroe and any of its Subsidiaries, including, without limitation, the loan committee, investment committee, the executive committee, the Personnel committee, and any other committee of Monroe or 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, or an Acquisition Proposal are being discussed.