Common use of Access, Information and Confidentiality Clause in Contracts

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) holds any debt or more of all equity securities of the Purchased Shares (a “Qualifying Ownership Interest”), subject Company or an Affiliate of the Company acquired pursuant to applicable law this Agreement or regulatory requirementsthe Amended Warrant, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the “Company Subsidiaries’ books”) with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement or the Amended Warrant, the Company shall permit, and shall cause each of the Company’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors, (B) the Special Inspector General of the Troubled Asset Relief Program, and (C) the Comptroller General of the United States access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (B) or (C), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted by Act request. (d) Nothing in this Section shall be construed to limit the prior sentenceauthority that the Special Inspector General of the Troubled Asset Relief Program, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Comptroller General of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary United States or any other applicable regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationauthority has under law.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) holds any debt or more of all equity securities of the Purchased Shares (a “Qualifying Ownership Interest”), subject Company or an Affiliate of the Company acquired pursuant to applicable law or regulatory requirementsthis Agreement, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the “Company Subsidiaries’ books”) with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement, the Company shall permit, and shall cause each of the Company’s Subsidiaries to permit (i) the Investor and its agents, consultants, contractors, (ii) the Special Inspector General of the Troubled Asset Relief Program, and (iii) the Comptroller General of the United States, access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (ii) or (iii), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non- confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted by Act request. (d) Nothing in this Section shall be construed to limit the prior sentenceauthority that the Special Inspector General of the Troubled Asset Relief Program, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Comptroller General of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary United States or any other applicable regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationauthority has under law.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) holds any debt or more of all equity securities of the Purchased Shares (a “Qualifying Ownership Interest”), subject Company or an Affiliate of the Company acquired pursuant to applicable law this Agreement or regulatory requirementsthe Amended Warrant, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the "Company Subsidiaries’ books") with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement or the Amended Warrant, the Company shall permit, and shall cause each of the Company’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors, (B) the Special Inspector General of the Troubled Asset Relief Program, and (C) the Comptroller General of the United States access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (B) or (C), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted by Act request. (d) Nothing in this Section shall be construed to limit the prior sentenceauthority that the Special Inspector General of the Troubled Asset Relief Program, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Comptroller General of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary United States or any other applicable regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationauthority has under law.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (has a “Qualifying Ownership Interest”Interest (as defined below), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors advisors, as applicable, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the shares of Common Stock owned by the Investor no longer beneficially owns at least fifty percent (50%) or more of all represent less than 4.9% of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsoutstanding Common Shares, the Company will shall ensure that upon reasonable notice, the Company and the Bank shall use reasonable efforts to afford to the Investor and its representatives (including officers and employees of the Investor, and counsel, accountants, investment advisors accountants and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, recordsrecords (including Tax returns and appropriate work papers of independent auditors under normal professional courtesy), properties and personnel and to such other information as the Investor may reasonably request. (b) Each Except as otherwise provided in Section 6.15, each party to this Agreement will shall hold, and will shall cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to . (c) The Company shall promptly provide the Investor with written notice of the occurrence of any disclosure of Information permitted by circumstance, event, change, development or effect occurring after the prior sentence, the party proposing to disclose such Information shall, date hereof and relating to the extent legally permissible, provide notice to Company or the other party so that Bank of which the other party may, at its own expense, seek an protective order Company has knowledge and which constitutes a Material Adverse Effect or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order otherwise cause or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion render any of the Information that, based upon representations and warranties of the advice of counsel, is necessary Company set forth in this Agreement to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationinaccurate.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more shares of all Common Stock owned by the Investors represent less than 4.9% of the Purchased outstanding Common Shares (a “Qualifying Ownership Interest”counting (i) as shares of Common Stock owned by the Investors and outstanding, all shares of Common Stock into which Series B Shares or the Warrant owned by the Investors are convertible or exercisable and (ii) as shares outstanding, (A) all shares of Common Stock into which shares of Series D Stock then outstanding are convertible or exercisable and (B) excluding all Common Shares issued by the Company after the Closing Date other than as contemplated by this Agreement and the Securities), subject to applicable law or regulatory requirements, the Company will shall ensure that upon reasonable notice, the Company and its subsidiaries shall use reasonable efforts to afford to the Investor Investors and its their representatives (including officers and employees of the InvestorInvestors, and counsel, accountants, investment advisors accountants and other professionals retained by the InvestorInvestors) such access during normal business hours to its and the Company Subsidiaries’ books, recordsrecords (including Tax returns and appropriate work papers of independent auditors under normal professional courtesy), properties and personnel and to such other information as the Investor Investors may reasonably request. (b) Each Except as otherwise provided in Section 6.15, each party to this Agreement will shall hold, and will shall cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to . (c) The Company shall promptly provide the Investors with written notice of the occurrence of any disclosure of Information permitted by circumstance, event, change, development or effect occurring after the prior sentence, the party proposing to disclose such Information shall, date hereof and relating to the extent legally permissible, provide notice to Company or any Company Subsidiary of which the other party so that the other party may, at its own expense, seek an protective order Company has knowledge and which constitutes a Material Adverse Effect or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order otherwise cause or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion render any of the Information that, based upon representations and warranties of the advice of counsel, is necessary Company set forth in this Agreement to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationinaccurate.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party to this Agreement From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will holddeliver, and or will cause its respective subsidiaries and their directorsto be delivered, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity Treasury: (and, solely with respect to A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Bankruptcy CourtCompany as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is necessary prohibited by applicable law or appropriate regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; (E) as soon as such items become effective, any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect amendments to the CompanyCharter, the Bankruptcy Court), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order bylaws or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion organizational documents of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.Company; and

Access, Information and Confidentiality. (a) From the date of this Agreement, Agreement until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsSecond Closing Date, the Company will use ensure that upon reasonable efforts notice, the Company and its subsidiaries will afford to afford the each Investor and its representatives (including employees of the each such Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the such Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to . (c) The Company shall promptly provide the Investors with written notice of the occurrence of any disclosure of Information permitted by circumstance, event, change, development or effect occurring after the date hereof and prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice First Closing Date and relating to the other party so that Company or any Company Subsidiary of which the other party may, at its own expense, seek an protective order Company has knowledge and which constitutes a Material Adverse Effect or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order may otherwise cause or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion render any of the Information that, based upon representations and warranties of the advice of counsel, is necessary Company set forth in this Agreement to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationinaccurate.

Access, Information and Confidentiality. (a) From Each Purchaser confirms that it is aware that United States securities laws may prohibit any person who has material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities. After the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsClosing, the Company will use reasonable efforts to afford not intentionally provide Purchaser with material non-public information without Purchaser’s prior consent. The Parties hereby reaffirm their existing Confidentiality Agreement, which shall continue in full force and effect. To the Investor and its representatives (including employees extent holders of more than 5% of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its and Company’s outstanding Common Stock desire additional information about the Company Subsidiaries’ booksfollowing the Closing Date and execute and deliver confidentiality agreements that provide, recordsamong other things, properties and personnel and to for compliance with the securities laws, the Company will discuss non-public information regarding the Company with such other information as the Investor may reasonably requestPersons. (b) Each party to this Agreement hereto will hold, and will cause its respective subsidiaries Affiliates and its and their respective directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) regulatory authority is necessary or appropriate in connection with any necessary regulatory approval approval, examination or inspection or unless compelled to disclose disclosure is required by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)regulatory agency or relevant stock exchange, all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by or on behalf of such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnishedsuch party), and neither party hereto Purchaser shall not release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultantsconsultants and advisors. (c) Except as may have otherwise been previously agreed with the Company, and advisors andPurchasers may, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information as permitted by the prior sentenceCommitments and applicable laws, rules and regulations, talk with other Purchasers regarding the Company, but in no event shall the Purchasers act in concert inconsistent with the BHC Act, the party proposing CIBC Act or the policy statements of any Governmental Entity asserting jurisdiction over the Company, the Bank or any Purchaser, or where such activity would reasonably be likely to disclose such Information shalllimit the Company’s or the Bank’s activities, including any opportunities to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order bid on failed FDIC insured institutions or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order assets or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationliabilities.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the Securities owned by the Investor no longer beneficially owns at least fifty percent (50%) or more of all represent less than 4.9% of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsoutstanding shares of capital stock, the Company will shall ensure that upon reasonable notice, the Company and the Bank shall use reasonable efforts to afford to the Investor and its representatives (including officers and employees of the Investor, and counsel, accountants, investment advisors accountants and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, recordsrecords (including Tax returns and appropriate work papers of independent auditors under normal professional courtesy), properties and personnel and to such other information as the Investor may reasonably request. (b) Each Except as otherwise provided in Section 6.15, each party to this Agreement will shall hold, and will shall cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to . (c) The Company shall promptly provide the Investor with written notice of the occurrence of any disclosure of Information permitted by circumstance, event, change, development or effect occurring after the prior sentence, the party proposing to disclose such Information shall, date hereof and relating to the extent legally permissible, provide notice to Company or the other party so that Bank of which the other party may, at its own expense, seek an protective order Company has knowledge and which constitutes a Material Adverse Effect or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order otherwise cause or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion render any of the Information that, based upon representations and warranties of the advice of counsel, is necessary Company set forth in this Agreement to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationinaccurate.

Access, Information and Confidentiality. (a) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more holds an amount of all Preferred Shares having an aggregate liquidation value of less than 10% of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsPurchase Price, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees x) acting through the Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the Company Subsidiaries’ booksSubsidiaries with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (y) to review any information material to the Investor's investment in the Company provided by the Company to its Appropriate Federal Banking Agency. Any investigation pursuant to this Section 3.5 shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company or any Company Subsidiary to disclose any information to the Investor to the extent (i) prohibited by applicable law or regulation, or (ii) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (ii) apply). (b) Each party The Investor will use reasonable best efforts to this Agreement will hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non­public records, books, contracts, instruments, computer data and other data and information (collectively, “"Information”") concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted required by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order applicable laws or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process regulations or by such other requirement of law any subpoena or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationsimilar legal process.

Access, Information and Confidentiality. (a) From the date of this AgreementUpon reasonable notice, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all Security First and each of the Purchased Shares (a “Qualifying Ownership Interest”), subject Security First Subsidiaries shall afford to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor FirstMerit and its representatives (including including, without limitation, directors, officers and employees of the InvestorFirstMerit, and its counsel, accountants, investment advisors environmental consultants and other professionals retained by the InvestorFirstMerit) such full access during normal business hours to its and throughout the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect period prior to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect Effective Time to the Company, the Bankruptcy Court), all nonpublic records, books, contracts, instrumentsrecords (including, computer data without limitation, tax returns and work papers of independent auditors), customer information, properties, personnel and such other data information and documents of Security First and each of the Security First Subsidiaries. FirstMerit shall have a right with the prior notice to Security First to have environmental assessments conducted on any properties owned, managed or controlled by Security First and the Security First Subsidiaries. Security First shall not be required to provide access to any such item or information if the providing of such access (collectivelyi) would be reasonably likely to result in the loss or impairment of any privilege with respect to such information, “Information”or (ii) concerning would be precluded by any law, ordinance, regulation, judgment, order, decree, license or permit of any Governmental Entity. All information furnished by one party to another party in connection with this Agreement and the other transactions contemplated hereby which is regarded by such furnishing party hereto furnished to it as confidential will be kept confidential by such other party or and its representatives pursuant to (including, without limitation, directors, officers and employees, its counsel, accountants and other professionals retained by such party) and will be used only in connection with this Agreement (except to and the extent that transactions contemplated hereby, and not in such Information can be shown to have been (1) previously known party's business or by its directors, officers and employees, its counsel, accountants and other professionals retained by such party on a nonconfidential basisif the Merger is not consummated. Nothing contained in this Section shall restrict or prohibit Security First or FirstMerit from disclosing information in any document filed with the Commission, (2) FRB, OTS, OCC and other Governmental Entities and bodies nor shall it in any way restrict FirstMerit's right to exercise the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished)Security First Stock Purchase Option, and neither party hereto shall release or so long as this Agreement has not been terminated pursuant to Article 7 hereof, FirstMerit may, notwithstanding this confidentiality provision, disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order information as it deems necessary or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed advisable in connection with explaining or providing background information to security analysts and others concerning the transactions contemplated by this Agreement, except that any such necessary regulatory approval or is compelled information dealing with the areas of individual employees, their future employment, reserves established for specific loans, matters related to litigation and Security First's business strategies, may only be disclosed with the prior approval of Security First, which approval shall not be unreasonably withheld. It is the parties' intent to provide such analysts with accurate information regarding the transaction in a light favorable to completion of the transactions contemplated by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationthis Agreement.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law Senior Securities have been redeemed or regulatory requirementspaid in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Senior Securities have been paid or redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Senior Securities and the effects of such funds on the operations and status of the Company; (E) as soon as such items become effective, any amendments to the Charter, Bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Senior Securities with a face value of no less than 2% of the party proposing to disclose such Information shall, to Original Aggregate Principal Amount of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Senior Securities. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available;1 (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the 1 To the extent that the Company informed the Treasury on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Treasury may consider other annual financial reporting packages acceptable to it in its sole discretion. Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (a) From With respect to each respective Investor, (i) from the date hereof until the Closing Date or the termination of this AgreementAgreement and (ii) if applicable, from the Closing Date until the date when such Investor and its Affiliates cease to own in the Investor no longer beneficially owns aggregate Securities representing, directly or indirectly, an initial Purchase Price under this Agreement (irrespective of the then current value of such Securities) (“Initial Cost”) that is at least fifty percent (50%) or more of all 10% of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsaggregate Initial Cost of the Securities acquired by such Investor and its Affiliates at the Closing, the Company will use ensure that upon reasonable efforts notice, the Company and the Company Subsidiaries (1) will afford to afford the such Investor and its such Investor’s representatives (including including, without limitation, officers and employees of the such Investor, and counsel, accountants, investment advisors accountants and other professionals retained by the such Investor) such access during normal business hours to its books, records (including, without limitation, Tax Returns and appropriate work papers of independent auditors under normal professional courtesy), properties, personnel, accountants and other professional retained by the Company Subsidiaries’ books, records, properties and personnel and to such other information as the such Investor may reasonably request; (2) will furnish such Investor with such financial and operating data and other information with respect to the business and properties of the Company as the Company prepares and compiles for members of its Board of Directors in the ordinary course and as such Investor may from time to time reasonably request; and (3) permit such Investor to discuss the affairs, finances and accounts of the Company, and to furnish advice with respect thereto, with the principal officers of the Company within thirty days after the end of each fiscal quarter of the Company. All requests for access and information shall be coordinated through senior corporate officers of the Company. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the advice of its counsel, by other requirement of law Law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)regulatory agency or relevant stock exchange, all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its to auditors, attorneys, financial advisors, and other consultants, consultants and advisors and, advisors. Subject to the extent permitted aboveforegoing, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing compelled to disclose such Information shall, pursuant to the extent legally permissiblethis Section 3.2(b) shall (x) as promptly as practicable, provide notice to the other party parties with notice of such request to disclose Information so that the other party may, at its own expense, parties may seek an appropriate protective order or other appropriate remedy and/or waive compliance with (and the provisions of this Section 3.2(bother parties shall cooperate in connection therewith). If such protective order or other remedy is denied, the party proposing to disclose such Information shall and (xy) furnish may furnish, that portion (and only that portion portion) of the Information that, based upon on the advice of its counsel, such party is necessary legally compelled or is otherwise required to disclose. In addition, all information furnished to the Investors and their respective representatives and all analyses, compilations, data, studies or other documents prepared by any Investor or its representatives containing or based in whole or in part on any such furnished information or reflecting such Investor’s review of, or interest in, the Company shall be disclosed used solely as set forth and permitted by the confidentiality agreement, dated as of November 28, 2007, between the Company and THL and the confidentiality agreement, dated as of December 11, 2007 (and the side letter thereto dated January 2, 2008) between the Company and GS (the “Confidentiality Agreements”); provided, however, that each Investor may provide Information to potential permitted transferees of Securities so long as the recipient enters into a confidentiality agreement (as to which the Company is a third party beneficiary and may enforce the agreement) with disclosure terms at least as restrictive as the disclosure terms in the Confidentiality Agreements. Notwithstanding the foregoing, in connection with such necessary regulatory approval or is compelled a syndication to co-investors as permitted by Section 4.5, any Investor shall be disclosed permitted to provide Information to a potential syndicate member subject to customary confidentiality protections enforceable by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationCompany.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) holds any debt or more of all equity securities of the Purchased Shares (a “Qualifying Ownership Interest”), subject Company or an Affiliate of the Company acquired pursuant to applicable law this Agreement or regulatory requirementsthe Amended Warrant, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the “Company Subsidiaries’ books”) with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement or the Amended Warrant, the Company shall permit, and shall cause each of the Company’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors, (B) the Special Inspector General of the Troubled Asset Relief Program, and (C) the Comptroller General of the United States access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (B) or (C), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process). The Investor understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted by Act request. (d) Nothing in this Section shall be construed to limit the prior sentenceauthority that the Special Inspector General of the Troubled Asset Relief Program, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Comptroller General of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary United States or any other applicable regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationauthority has under law.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Securities owned by the Investor no longer beneficially owns at least fifty percent (50%) or more of all represent less than 5% of the Purchased outstanding Common Shares (a “calculated in accordance with the proviso to Section 4.4(a)) (the "Qualifying Ownership Interest”"), subject to applicable law or regulatory requirements, the Company will use ensure that upon reasonable efforts notice, the Company and its subsidiaries will afford to afford the Investor and its representatives (including including, without limitation, officers and employees of the Investor, and counsel, accountants, investment advisors accountants and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, recordsrecords (including, without limitation, tax returns and appropriate work papers of independent auditors under normal professional courtesy), properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) bank regulatory authority is necessary or appropriate desirable in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)regulatory agency or relevant stock exchange, all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “"Information”") concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors and, to the extent permitted above, to bank regulatory authorities. Prior In addition, all information furnished to Investor and its representatives and all analyses, compilations, data, studies or other documents prepared by Investor or its representatives containing or based in whole or in part on any disclosure of Information such furnished information or reflecting Investor's review of, or interest in, the Company shall be used solely as set forth and permitted by the prior sentenceConfidentiality Agreement, dated as of May 22, 2000, between the party proposing to disclose such Information shall, to Company and the extent legally permissible, provide notice to Investor (the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b"Confidentiality Agreement"). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the securities beneficially owned by the Investor no longer beneficially owns at least fifty percent (50%) or more of all represent less than 2% of the Purchased Shares outstanding shares of Common Stock (a the “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s “appropriate Federal banking agency” as defined in Section 3(q) of the InvestorFederal Deposit Insurance Act (12 U.S.C. Section 1813(q)) (the “Appropriate Federal Banking Agency”), to examine the corporate books and counselmake copies thereof and to discuss the affairs, accountants, investment advisors finances and other professionals retained by accounts of the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the “Company Subsidiaries’ books”) with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor's investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor holds less than the Qualifying Ownership Interest, the Company will permit, and will cause the Company Subsidiaries to permit (i) the Investor and its agents, consultants, contractors, (ii) the Special Inspector General of the Troubled Asset Relief Program, and (iii) the Comptroller General of the United States access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (ii) or (iii), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnishedfurnished (and without violation of any other confidentiality obligation), and neither party hereto ); provided that nothing herein shall release or disclose such prevent the Investor from disclosing any Information to the extent required by applicable laws or regulations or by any other personsubpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to an exception from a Freedom of Information Act request. (d) The Investor represents that it has been informed by the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States that they, except its auditorsbefore making any request for access or information pursuant to their audit function under this Agreement, attorneys, financial advisors, other consultants, and advisors andwill establish a protocol to avoid, to the extent permitted abovereasonably possible, duplicative requests pursuant to bank regulatory authoritiesthis Agreement. Prior Nothing in this Section shall be construed to any disclosure of Information permitted by limit the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so authority that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Special Inspector General of the Information that, based upon Troubled Asset Relief Program or the advice Comptroller General of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationUnited States have under law.

Access, Information and Confidentiality. (a) From the date of this Agreement, Agreement until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsSecond Closing Date, the Company will use ensure that upon reasonable efforts notice, the Company and its subsidiaries will afford to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. (a) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more holds an amount of all Preferred Shares having an aggregate liquidation value of less than 10% of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsPurchase Price, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees x) acting through the Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the Company Subsidiaries’ booksSubsidiaries with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (y) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the Signing Date until the date when the Investor holds an amount of Preferred Shares having an aggregate liquidation value of less than 10% of the Purchase Price, the Company will and will permit and will cause the Company Subsidiaries to permit (x) the Investor and its agents, consultants, contractors, (y) the Special Inspector General of the Troubled Asset Relief Program, and (z) the Comptroller General of the United States access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (y) or (z), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnishedfurnished (and without violation of any other confidentiality obligation), and neither party hereto ); provided that nothing herein shall release or disclose such prevent the Investor from disclosing any Information to the extent required by applicable laws or regulations or by any other personsubpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to an exception from a Freedom of Information Act request. (d) The Investor represents that it has been informed by the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States that they, except its auditorsbefore making any request for access or information pursuant to their audit function under this Agreement, attorneys, financial advisors, other consultants, and advisors andwill establish a protocol to avoid, to the extent permitted abovereasonably possible, duplicative requests pursuant to bank regulatory authoritiesthis Agreement. Prior Nothing in this section shall be construed to any disclosure of Information permitted by limit the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so authority that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Special Inspector General of the Information that, based upon Troubled Asset Relief Program or the advice Comptroller General of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationUnited States have under law.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) holds any debt or more of all equity securities of the Purchased Shares (a “Qualifying Ownership Interest”), subject Company or an Affiliate of the Company acquired pursuant to applicable law or regulatory requirementsthis Agreement, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the “Company Subsidiaries’ books”) with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement Agreement, the Company will permit, and will cause the Company Subsidiaries to permit the Investor and its agents, consultants, contractors access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted by Act request. (d) Nothing in this Section shall be construed to limit the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so authority that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Special Inspector General of the Information that, based upon Troubled Asset Relief Program or the advice Comptroller General of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationUnited States have under law.

Access, Information and Confidentiality. (a) From the date of this AgreementUpon reasonable notice, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all CoBancorp and each of the Purchased Shares (a “Qualifying Ownership Interest”), subject CoBancorp Subsidiaries shall afford to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor FirstMerit and its representatives (including including, without limitation, directors, officers and employees of the InvestorFirstMerit, and its counsel, accountants, investment advisors environmental consultants and other professionals retained by the InvestorFirstMerit) such full access during normal business hours to its and throughout the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect period prior to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect Effective Time to the Company, the Bankruptcy Court), all nonpublic records, books, contracts, instrumentsrecords (including, computer data without limitation, tax returns and work papers of independent auditors), shareholder and customer information, properties, personnel and such other data information and documents of CoBancorp and each of the CoBancorp Subsidiaries. FirstMerit shall have a right with the prior 35 37 notice to CoBancorp to have environmental assessments conducted on any properties owned, managed or controlled by CoBancorp and the CoBancorp Subsidiaries. CoBancorp shall not be required to provide access to any such item or information if the providing of such access (collectivelyi) would be reasonably likely to result in the loss or impairment of any privilege with respect to such information, “Information”or (ii) concerning would be precluded by any law, ordinance, regulation, judgment, order, decree, license or permit of any Governmental Entity. All information furnished by one party to another party in connection with this Agreement and the other transactions contemplated hereby which is regarded by such furnishing party hereto furnished to it as confidential will be kept confidential by such other party or and its representatives pursuant to (including, without limitation, directors, officers and employees, its counsel, accountants and other professionals retained by such party) and will be used only in connection with this Agreement (except to and the extent that transactions contemplated hereby, and not in such Information can be shown to have been (1) previously known party's business or by its directors, officers and employees, its counsel, accountants and other professionals retained by such party on a nonconfidential basisif the Merger is not consummated. Nothing contained in this Section shall restrict or prohibit CoBancorp or FirstMerit from disclosing information in any document filed with the Commission, (2) FRB, OCC, OTS, the Division and other Governmental Entities and bodies nor shall it in any way restrict FirstMerit's right to exercise the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished)CoBancorp Stock Purchase Option, and neither party hereto shall release or so long as this Agreement has not been terminated pursuant to Article 7 hereof, FirstMerit may, notwithstanding this confidentiality provision, disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order information as it deems necessary or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed advisable in connection with explaining or providing background information to security analysts and others concerning the transactions contemplated by this Agreement, except that any such necessary regulatory approval or is compelled information dealing with the areas of individual employees, their future employment, reserves established for specific loans, matters related to litigation and CoBancorp's business strategies, may only be disclosed with the prior approval of CoBancorp, which approval shall not be unreasonably withheld. It is the parties' intent to provide such analysts with accurate information regarding the transaction in a light favorable to completion of the transactions contemplated by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationthis Agreement.

Access, Information and Confidentiality. (a) From the date of this Agreement, Agreement until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsSecond Closing Date, the Company will use ensure that upon reasonable efforts notice, the Company and its subsidiaries will afford to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “"Information”") concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to . (c) The Company shall promptly provide the Investor with written notice of the occurrence of any disclosure of Information permitted by circumstance, event, change, development or effect occurring after the date hereof and prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice First Closing Date and relating to the other party so that Company or any Company Subsidiary of which the other party may, at its own expense, seek an protective order Company has knowledge and which constitutes a Material Adverse Effect or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order may otherwise cause or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion render any of the Information that, based upon representations and warranties of the advice of counsel, is necessary Company set forth in this Agreement to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationinaccurate.

Access, Information and Confidentiality. (a) From the date of this Agreement, Agreement until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsSecond Closing Date, the Company will use ensure that upon reasonable efforts to afford notice, the Investor Company and its subsidiaries will afford to the Investors and their representatives (including employees of the InvestorInvestors, and counsel, accountants, financial and investment banking advisors and other professionals retained by the InvestorInvestors) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor Investors may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “"Information”") concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to . (c) The Company shall promptly provide the Investors with written notice of the occurrence of any disclosure of Information permitted by circumstance, event, change, development or effect occurring after the date hereof and prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice First Closing Date and relating to the other party so that Company or any Company Subsidiary of which the other party may, at its own expense, seek an protective order Company has knowledge and which constitutes a Material Adverse Effect or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order may otherwise cause or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion render any of the Information that, based upon representations and warranties of the advice of counsel, is necessary Company set forth in this Agreement to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationinaccurate.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the shares of Common Stock owned by the Investor no longer beneficially owns at least fifty percent (50%) or more in the aggregate represent less than 4.9% of all of the Purchased outstanding Common Shares (a “Qualifying Ownership Interest”counting for such purposes all shares of Common Stock into or for which the Securities owned by the Investor are directly or indirectly convertible or exercisable and excluding as shares owned and outstanding all Common Shares issued by the Company after the Closing Date other than as contemplated by this Agreement and the Securities), subject to applicable law or regulatory requirements, the Company will use ensure that upon reasonable efforts notice, the Company and its subsidiaries will afford to afford the Investor and its his representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. (a) From the date of this Agreement, Signing Date until the date when the securities beneficially owned by the Investor no longer beneficially owns at least fifty percent (50%) or more an Affiliate of all the Investor represent less than 10% of the outstanding shares of Common Stock or 10% of the aggregate liquidation amount of the Purchased Shares Securities issued to the Investor pursuant to this Purchase Agreement (a the “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting though the Company’s Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the InvestorCompany and Company Subsidiaries with the principal officers of the Company, all upon reasonable notice and counsel, accountants, investment advisors at such reasonable times and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the Signing Date until the date when the Investor holds less than the Qualifying Ownership Interest, the Company will permit and cause the Company Subsidiaries to permit (i) the Investor and its agents, consultants and contractors, (ii) the Special Inspector General of the Troubled Asset Relief Program, and (iii) the Comptroller General of the United States access to personnel and any books, papers, records or other data in each case to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (ii) or (iii), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Purchase Agreement and in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors advisors, and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Purchase Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnishedfurnished (and without violation of any other confidentiality obligation), and neither party hereto ); provided that nothing herein shall release or disclose such prevent the Investor from disclosing any Information to the extent required by applicable laws or regulations or by any other personsubpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to an exception from a Freedom of Information Act request. (d) The Investor represents that it has been informed by the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States that they, except its auditorsbefore making any request for access or information pursuant to their audit function under this Purchase Agreement, attorneys, financial advisors, other consultants, and advisors andwill establish a protocol to avoid, to the extent permitted abovereasonably possible, duplicative requests pursuant to bank regulatory authoritiesthis Purchase Agreement. Prior Nothing in this Section shall be construed to any disclosure of Information permitted by limit the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so authority that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Special Inspector General of the Information that, based upon Troubled Asset Relief Program or the advice Comptroller General of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationUnited States have under law.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law Senior Securities have been redeemed or regulatory requirementspaid in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Senior Securities have been paid or redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available;2 (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to Members and Interest Holders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Senior Securities and the effects of such funds on the operations and status of the Company; 2 To the extent that the Company informed the Treasury on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Treasury may consider other annual financial reporting packages acceptable to it in its sole discretion. (E) as soon as such items become effective, any amendments to the Charter, Bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any Members or Interest Holders of the Company, copies of any information or documents sent by the Company to its Members or Interest Holders (as the case may be). (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Senior Securities with a face value of no less than 2% of the party proposing to disclose such Information shall, to Original Aggregate Principal Amount of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Senior Securities. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (has a “Qualifying Ownership Interest”Interest (as hereinafter defined), subject to applicable law or regulatory requirements, the Company will use reasonable best efforts to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. 3.4.1. Prior to the Closing, Seller shall cause the Company and the Subsidiary to (a) From the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor give Purchaser and its representatives (including employees of the Investorauthorized Representatives reasonable access, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours and upon reasonable notice, to its and the Company Subsidiaries’ books, records, properties files, documents and personnel contracts of the Company and to such other information as the Investor may reasonably request. Subsidiary, and (b) Each party allow Purchaser (together with its authorized Representatives) to this Agreement will holdmake a reasonable number of visits, during normal business hours and will cause its respective subsidiaries upon reasonable notice, to each office, facility and their directorsother property owned or leased by the Company or the Subsidiary; provided, officershowever, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity that (and, solely with respect i) Purchaser shall not have access to the Company, personnel files of the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law Company or the applicable requirements Subsidiary prior to Closing; (ii) any such investigation or visit by Purchaser and its authorized Representatives shall be conducted in such a manner as not to interfere unreasonably with the normal operations of the Company and the Subsidiary; and (iii) Seller shall have the right to have a representative of its choice present at any Governmental Entity such investigation or visit by Purchaser. 3.4.2. (and, solely with respect a) Subject to the Companyfirst sentence of subsection (b) of this Section 3.4.2, the Bankruptcy Court), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other a party hereto furnished receiving Confidential Information from another party hereto shall not disclose and shall keep strictly confidential all such Confidential Information of such disclosing party; provided, however, that such receiving party may disclose Confidential Information of such disclosing party (i) to it by any Representative of such other receiving party or any of its representatives pursuant Affiliates who needs to know such information for purposes of consummating the transactions contemplated herein, provided that (A) each such Representative shall have been provided with a copy of this Agreement Section 3.4.2 and (except B) such receiving party agrees to be responsible for such Representative’s compliance with the terms of this Section 3.4.2 binding on such receiving party; (ii) to any partner, Affiliate, lender or investor of such receiving party or any of its Affiliates, or any Representative of such partner, Affiliate, lender or investor who needs to know such information for purposes of consummating the transactions contemplated herein, provided that, prior to any disclosure, each such partner, Affiliate, lender, investor or Representative shall have entered into an agreement with such disclosing party that contains terms and conditions regarding confidential treatment of such information that are substantially the same as the provisions of this Section 3.4.2 and (iii) to the extent that such Information can be shown to have been (1) previously known by such receiving party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing Representative is required to disclose such Information shallinformation in order to avoid committing a violation of any applicable law, rule or regulation, including any rules or regulations of any securities association, stock exchange or national securities quotation system, provided that such receiving party provides prompt written notice to such disclosing party of the proposed disclosure and, if applicable, takes the other actions required in connection with a required disclosure pursuant to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions first sentence of subsection (b) of this Section 3.2(b)3.4.2. If such protective order or A receiving party shall not use any Confidential Information of a disclosing party for any purpose other remedy is denied, than for purposes of consummating the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationtransactions contemplated herein.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ books, records, properties and personnel and Subsidiaries to such other disclose information as the Investor may reasonably request. (b) Each party pursuant to this Agreement will holdSection 3.1(c)(i) to any Oversight Official or any agent, consultant, contractor and will cause its respective subsidiaries and their directorsadvisor thereof, officerssuch Oversight Official shall have agreed, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Companydocuments obtained under this Section 3.1(c)(i), the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of follow applicable law or and regulation (and the applicable requirements customary policies and procedures) regarding the dissemination of any Governmental Entity (andconfidential materials, solely with respect to the Company, the Bankruptcy Court), all nonpublic records, books, contracts, instruments, computer data and other data and including redacting confidential information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in from the public domain through no fault version of such partyits reports and soliciting input from the Company as to information that should be afforded confidentiality, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors as appropriate; and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) holds any debt or more of all equity securities of the Purchased Shares (a “Qualifying Ownership Interest”), subject Company or an Affiliate of the Company acquired pursuant to applicable law or regulatory requirementsthis Agreement, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the “Company Subsidiaries’ books”) with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement, the Company shall permit, and shall cause each of the Company’s Subsidiaries to permit (i) the Investor and its agents, consultants, contractors, (ii) the Special Inspector General of the Troubled Asset Relief Program, and (iii) the Comptroller General of the United States, access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (ii) or (iii), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted by Act request. (d) Nothing in this Section shall be construed to limit the prior sentenceauthority that the Special Inspector General of the Troubled Asset Relief Program, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Comptroller General of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary United States or any other applicable regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationauthority has under law.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available;1 (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the 1 To the extent that the Company informed the Treasury on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Treasury may consider other annual financial reporting packages acceptable to it in its sole discretion. Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the shares of Common Stock owned by the Investor no longer beneficially owns at least fifty percent (50%) or more in the aggregate represent less than 4.9% of all of the Purchased outstanding Common Shares (a “Qualifying Ownership Interest”counting for such purposes all shares of Common Stock into or for which the securities of the Company owned by the Investor are directly or indirectly convertible or exercisable and excluding as shares owned and shares outstanding all Common Shares issued by the Company after the Closing Date), subject to applicable law or regulatory requirements, the Company will use ensure that upon reasonable efforts notice, the Company and its subsidiaries will afford to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the shares of Common Stock owned by the Investor no longer beneficially owns at least fifty percent (50%) or more represent less than 4.9% of all of the Purchased outstanding Common Shares (a “Qualifying Ownership Interest”counting for such purposes all shares of Common Stock into which shares of Preferred Stock or the Warrants owned by the Investor are directly or indirectly convertible into or exercisable for and excluding as shares owned and outstanding all Common Shares issued by the Company after the First Closing Date other than as contemplated by this Agreement and the Securities), subject to applicable law or regulatory requirements, the Company will use ensure that upon reasonable efforts notice, the Company and its subsidiaries will afford to afford the Investor and its representatives (including officers and employees of the Investor, and counsel, accountants, investment advisors accountants and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, recordsrecords (excluding Tax returns and associated work papers), properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); [Execution Copy] (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available;1 (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; 1 To the extent that the Company informed the Treasury on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Treasury may consider other annual financial reporting packages acceptable to it in its sole discretion. [Execution Copy] (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law Senior Securities have been redeemed or regulatory requirementspaid in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Senior Securities have been paid or redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available;2 (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the 2 To the extent that the Company informed the Treasury on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Treasury may consider other annual financial reporting packages acceptable to it in its sole discretion. Senior Securities and the effects of such funds on the operations and status of the Company; (E) as soon as such items become effective, any amendments to the Charter, Bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Senior Securities with a face value of no less than 2% of the party proposing to disclose such Information shall, to Original Aggregate Principal Amount of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Senior Securities. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) holds any debt or more of all equity securities of the Purchased Shares (a “Qualifying Ownership Interest”), subject Company or an Affiliate of the Company acquired pursuant to applicable law or regulatory requirementsthis Agreement, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the “Company Subsidiaries’ books”) with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement, the Company shall permit, and shall cause each of the Company’s Subsidiaries to permit (i) the Investor and its agents, consultants, contractors, (ii) the Special Inspector General of the Troubled Asset Relief Program, and (iii) the Comptroller General of the United States, access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (ii) or (iii), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.,

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsClosing Date, the Company will use reasonable efforts furnish to afford the Investor Purchaser and its Affiliates (and their financial and professional advisors and representatives), and permit Purchaser, its Affiliates and their representatives (including employees access during the Company’s normal business hours, to such information and materials relating to the financial, business and legal condition of the Investor, Company as may be reasonably necessary or advisable to allow Purchaser to become and counsel, accountants, investment advisors remain familiar with the Company and other professionals retained to confirm the accuracy of the representations and warranties of the Company in this Agreement and the compliance with the covenants and agreements by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestin this Agreement. (b) Each party to this Agreement All parties hereto will hold, and will cause its respective subsidiaries Affiliates and its and their respective directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval approval, examination or inspection or unless compelled to disclose disclosure is required by judicial or administrative process or or, by other requirement of law Law or the applicable requirements of any Governmental Entity or relevant stock exchange (and, solely with respect to the Companyin which case, the Bankruptcy Courtparty disclosing such information shall provide the other parties with prior written notice of such permitted disclosure), all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party parties hereto furnished to it by or on behalf of such other party parties or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain publicly available through no fault of such party, party or (3) later lawfully acquired by such party from other sources not known by the such party to which it was furnishedbe subject to confidentiality obligations with respect to such information), and neither no party hereto shall release or disclose such Information to any other personPerson, except its auditors, attorneys, financial advisors, other consultantsconsultants and advisors, and advisors andprovided, that Purchaser shall be permitted to the extent permitted above, to bank regulatory authorities. Prior disclose Information to any disclosure of Information permitted by the prior sentence, the party proposing its limited partners who are subject to disclose obligations to keep such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance confidential in accordance with the provisions of this Section 3.2(b)3.2. If such protective order or other remedy is deniedFor the avoidance of doubt, the party proposing to disclose such Information shall (x) furnish only that portion basic information regarding the terms of the Note, including the identity of the Company, the principal amount, interest rate and duration of the Note, does not constitute Information thatfor purposes of this Agreement, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts without the further consent of the Company, the Purchaser may furnish Information regarding the Company to obtain assurances that Persons who are subject to obligations to keep such Information confidential treatment will be accorded in accordance with this Section 3.2 in connection with a Secondary Market Transaction pursuant to the InformationSection 4.4.

Access, Information and Confidentiality. (a) From Each party hereto shall, and shall cause each of their respective subsidiaries to, with respect to the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to Shareholder Services Business conducted by each party afford the Investor other party and its representatives (including including, without limitation, officers and employees of the Investorand their authorized agents, and counsel, accountants, investment advisors accountants and other professionals retained by the Investorretained) such access during normal business hours throughout the period prior to the Final Closing Date to its and the Company Subsidiaries’ books, recordsrecords (including, properties and without limitation, appropriate work papers of independent auditors under normal professional courtesy), properties, personnel and to such other information related to the transactions contemplated herein as either the Investor Partnership may reasonably request, unless restricted by law or by contract. (b) Each party to this Agreement will shall hold, and will shall cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidenceconfidence and use solely for the purpose of consummating the transactions contemplated by this Agreement and for no other purpose including, without limitation, any purpose which is directly or indirectly detrimental to the disclosing party or any of its respective Affiliates, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) banking or other regulatory authority is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)regulatory agency or relevant stock exchange, all nonpublic non-public records, books, contracts, reports, instruments, computer data and other data and information (collectively, “Information”"INFORMATION") concerning the other party hereto (or, if required under a contract with a third party, such third party) furnished to it by such other party or its representatives pursuant to this Agreement (or any other Related Agreement, except to the extent that such Information can be shown to have been (1a) previously known by such party on a nonconfidential non-confidential basis, (2b) available to such party on a non-confidential basis from a source other than the disclosing party, (c) in the public domain through no fault of such party, party or (3d) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto none of the parties shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, bankers, other consultants, consultants and advisors and, to the extent permitted above, to bank regulatory authorities. Prior In the event that a party to this Agreement becomes compelled to disclose any disclosure of Information permitted in connection with any necessary regulatory approval or by the prior sentencejudicial or administrative process, such party shall provide the party proposing to disclose who provided such Information shall, to (the extent legally permissible, provide "DISCLOSING PARTY") with prompt prior written notice to the other party of such requirement so that the other party may, at its own expense, Disclosing Party may seek an a protective order or other appropriate remedy and/or waive compliance with remedy. In the provisions of this Section 3.2(b). If event that such protective order order, or other remedy is deniednot obtained, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, which is necessary legally required to be disclosed in connection with such necessary regulatory approval or is compelled to shall be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationso disclosed.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); Annex C (General Terms and Conditions) (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; Annex C (General Terms and Conditions) (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all sum of the Purchased Shares shares of Common Stock owned by the Investor and its Affiliates and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock owned by the Investor and its Affiliates represents less than 5% of the sum of the number of shares of outstanding Common Stock and the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsthe Corporation will provide the Investor with reasonable advance notice of significant corporation actions and will ensure that upon reasonable notice, the Company Corporation and its subsidiaries will use reasonable efforts afford to afford the Investor and its representatives (including officers and employees of the Investor, and counsel, accountants, investment advisors accountants and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, recordsrecords (excluding Tax Returns and associated work papers), properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval matter or unless compelled to disclose by judicial or administrative process or or, in the opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither provided that either party hereto shall may release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultantsconsultants and advisors, and, in the case of the Investor, its and its Affiliates’ limited partners and investors, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement the enforcement of law or such applicable requirements this Agreement and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationrelated rights.

Access, Information and Confidentiality. (a) From the date hereof until the Closing Date or the termination of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company (i) will use reasonable efforts afford to afford the Investor Purchaser and its the Purchaser’s representatives (including including, without limitation, officers and employees of the InvestorPurchaser, and counsel, accountants, investment advisors accountants and other professionals retained by the InvestorPurchaser) such access during normal business hours to its books, records (including, without limitation, tax returns and appropriate work papers of independent auditors under normal professional courtesy), properties, personnel, accountants and other professionals retained by the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor Purchaser may reasonably request; and (ii) will furnish the Purchaser with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as the Company prepares and compiles for members of its Board of Directors in the ordinary course and as such Purchaser may from time to time reasonably request. All requests for access and information shall be coordinated through senior corporate officers of the Company. (b) Each party to this Agreement will hold, and will cause its such party’s respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the advice of such party’s counsel, by other requirement of law Law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)regulatory agency or relevant stock exchange, all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its such party’s representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its to such party’s auditors, attorneys, financial advisors, and other consultants, consultants and advisors and, advisors. Subject to the extent permitted aboveforegoing, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing compelled to disclose such Information shall, pursuant to the extent legally permissiblethis Section 4.8(b) shall (A) as promptly as practicable, provide notice to the other party parties with notice of such request to disclose Information so that the other party may, at its own expense, parties may seek an appropriate protective order or other appropriate remedy and/or waive compliance with (and the provisions of this Section 3.2(bother parties shall cooperate in connection therewith). If such protective order or other remedy is denied, the party proposing to disclose such Information shall and (xB) furnish may furnish, that portion (and only that portion portion) of the Information that, based upon on the advice of its counsel, such party is necessary to be disclosed in connection with such necessary regulatory approval legally compelled or is compelled otherwise required to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationdisclose.

Access, Information and Confidentiality. (a) From Castle Creek and Patriot shall be provided with access, information, and other rights as provided in the date of this Castle Creek VCOC Letter Agreement and the Patriot VCOC Letter Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestrespectively. (b) Each party to this Agreement will hold, and will use commercially reasonable efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or or, based on the advice of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (andin which case, solely with respect the party permitted to disclose such information shall, to the Companyextent legally permissible and reasonably practicable, provide the Bankruptcy Courtother party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “"Information”") concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to auditors and bank and securities regulatory authorities. Prior to any disclosure of Information ; provided, however, that each Purchaser is permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide auditors and bank and securities regulatory authorities without prior written notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed Company in connection with any audit or examination that does not explicitly reference the Company or this Agreement. (c) The obligations of each Purchaser under this Section 4.3 shall survive the Closing for so long as such necessary regulatory approval Purchaser owns any Shares or is compelled to be disclosed by such judicial or administrative process or by such other requirement equity interest in the Company and for a period of law or such applicable requirements and one (y1) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationyear thereafter.

Access, Information and Confidentiality. (a) From In addition to any rights provided in the date of this VCOC Letter Agreement, until so long as the date when Purchaser, together with its Affiliates, in the Investor no longer beneficially aggregate owns at least fifty percent (50%) 1.0% or more of all the Common Stock then outstanding, the Bank will (A) permit the Purchaser to visit and inspect, at the Purchaser’s expense, the properties of the Purchased Shares (a “Qualifying Ownership Interest”)Bank and the Subsidiaries, subject to applicable law or regulatory requirementsexamine the corporate books and to discuss the affairs, the Company will use reasonable efforts to afford the Investor finances and its representatives (including employees accounts of the InvestorBank and the Subsidiaries with personnel of the Bank, all upon reasonable notice and at such reasonable times and as often as the Purchaser may reasonably request, and counsel, accountants, investment advisors (B) make appropriate officers of the Bank and other professionals retained the Subsidiaries available periodically and at such times as reasonably requested by the InvestorPurchaser for consultation with the Purchaser or its designated representative with respect to matters relating to the business and affairs of the Bank and the Subsidiaries. Any investigation pursuant to this Section 4.4(a) such access shall be conducted during normal business hours and in such manner as not to its and interfere unreasonably with the Company Subsidiaries’ books, records, properties and personnel and to such other information as conduct of the Investor may reasonably requestbusiness of the Bank. (b) Each party The parties to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law Law or the applicable requirements of any Governmental Entity (andin which case, solely with respect the party permitted to disclose such information shall, to the Companyextent legally permissible and reasonably practicable, provide the Bankruptcy Courtother party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to bank and securities regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and Annex C (General Terms and Conditions) (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available;3 (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; _______________ 3 To the extent that the Company informed the Treasury on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Treasury may consider other annual financial reporting packages acceptable to it in its sole discretion. Annex C (General Terms and Conditions) (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); SBLF 0530 [Execution Copy] (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available;1 (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; 1 To the extent that the Company informed the Treasury on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Treasury may consider other annual financial reporting packages acceptable to it in its sole discretion. (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the shares of Common Stock owned by the Investor no longer beneficially owns at least fifty percent (50%) or more in the aggregate represent less than 4.9% of all of the Purchased outstanding Common Shares (a “Qualifying Ownership Interest”counting for such purposes all shares of Common Stock into or for which the securities of the Company owned by the Investor are directly or indirectly convertible or exercisable and excluding as shares owned and shares outstanding all Common Shares issued by the Company after the Closing Date), subject to applicable law or regulatory requirements, the Company will use ensure that upon reasonable efforts notice, the Company and its subsidiaries will afford to afford the Investor and its his representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to . (c) The Company shall promptly provide the Investor with written notice of the occurrence of any disclosure of Information permitted by circumstance, event, change, development or effect occurring after the prior sentence, the party proposing to disclose such Information shall, date hereof and relating to the extent legally permissible, provide notice to Company or any Company Subsidiary of which the other party so that the other party may, at its own expense, seek an protective order Company has knowledge and which constitutes a Material Adverse Effect or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order may otherwise cause or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion render any of the Information that, based upon representations and warranties of the advice of counsel, is necessary Company set forth in this Agreement to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationinaccurate.

Access, Information and Confidentiality. (ai) From the date of this Agreementhereof, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsfinal closing date, the Company will use reasonable efforts to afford permit the Investor to visit and its representatives (including employees inspect, at the Investor’s expense, the properties of the InvestorCompany, to examine the corporate books and counselto discuss the affairs, accountants, investment advisors finances and other professionals retained by the Investor) such access during normal business hours to its and accounts of the Company Subsidiaries’ bookswith the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably request. (bii) Any investigation pursuant to this Section 9(b) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company or any Company Subsidiary to disclose any information to the extent (i) prohibited by applicable law or regulation, (ii) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent the Investor provides assurances reasonably acceptable to the Company that such information shall not be used by the Investor or its Affiliates to compete with the Company), or (iii) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company is a party or would cause a risk of a loss of privilege to the Company (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (iii) apply). (iii) Each party to this Agreement letter agreement will hold, and will cause its respective subsidiaries Affiliates and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) regulatory authority is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose disclosure is required by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)regulatory agency or relevant stock exchange, all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement letter agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationadvisors.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when on which the Investor no longer beneficially owns at least fifty percent (50%) or more holds an amount of all TruPs Exchange Securities having an aggregate liquidation value of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsless than $300,000,000, the Company will use reasonable efforts shall provide to afford Investor the Investor same information, access and its representatives (including employees other rights provided by the Company to Treasury under Section 3.6 of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestTreasury Exchange Agreement. (b) Each party The Investor will use reasonable best efforts to this Agreement will hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnishedfurnished (and without violation of any other confidentiality obligation), and neither party hereto ); provided that nothing herein shall release or disclose such prevent the Investor from disclosing any Information to the extent required by applicable laws or regulations or by any other personsubpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to an exception from a Freedom of Information Act request. (c) The Investor represents that it is aware that the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States, except its auditorsbefore making any request for access or information pursuant to their audit function under the Treasury Agreement, attorneys, financial advisors, other consultants, and advisors andwill establish a protocol to avoid, to the extent permitted abovereasonably possible, duplicative requests pursuant to bank regulatory authoritiesthis Agreement, and the Investor, in exercising its rights hereunder, shall cooperate fully in seeking to minimize any duplication of effort under this Agreement and the Treasury Exchange Agreement. Prior Nothing in this Section shall be construed to any disclosure of Information permitted by limit the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so authority that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Special Inspector General of the Information that, based upon Troubled Asset Relief Program or the advice Comptroller General of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationUnited States have under law.

Access, Information and Confidentiality. (a) From the date of this AgreementPurchaser shall be provided with access, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor and its representatives (including employees of the Investorinformation, and counsel, accountants, investment advisors and other professionals retained by rights as provided in the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestVCOC Letter Agreement. (b) Each party From and after the date hereof and until the Closing, the Company shall, and shall cause each of its Subsidiaries to afford the officers, directors, employees, attorneys, accountants and other authorized representatives of Purchaser reasonable access to the management personnel, offices, properties, books and records of the Company and each of its Subsidiaries, other than confidential supervisory information, at such times during regular business hours as Purchaser may reasonably request upon three (3) business days’ notice but not more frequently than once per calendar quarter, and shall furnish Purchaser with all financial, business, operating and other data and information (including, but not limited to, the Company’s assets, properties, business and operations) that Purchaser, through its directors, officers, employees, consultants or agents, may reasonably request; provided, that nothing in this Agreement shall require the furnishing of any information prior to the Closing which would place at risk the ability of the Company or its attorneys to claim attorney-client privilege or work product privilege with respect to any third parties; provided, further, that all information obtained by Purchaser pursuant to this Agreement Section 4.21(a) shall be subject to Purchaser’s confidentiality obligations set forth in Section 4.21(c) of this Agreement. (c) Purchaser will hold, and will use commercially reasonable efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) governmental entity is necessary or appropriate in connection with any necessary regulatory approval approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or or, based on the advice of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity governmental entity (andin which case, solely with respect the party permitted to disclose such information shall, to the Companyextent legally permissible and reasonably practicable, provide the Bankruptcy Courtother party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company and its Subsidiaries furnished to it by such other party the Company and/or its Subsidiaries or its their respective representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party Purchaser on a nonconfidential basis, (2) in the public domain through no fault of such party, Purchaser or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its Affiliates, partners, auditors, attorneys, financial advisors, other consultants, consultants and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to auditors and bank and securities regulatory authorities. Prior to any disclosure of Information ; provided, however, that (i) Purchaser is permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide auditors and bank and securities regulatory authorities without prior written notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed Company in connection with such necessary regulatory approval any audit or is compelled to be disclosed by such judicial examination that does not explicitly reference the Company or administrative process or by such other requirement of law or such applicable requirements this Agreement and (yii) use its reasonable best efforts Purchaser may identify the Company and the number and value of Purchaser’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies without prior notice to obtain assurances that confidential treatment will be accorded or consent from the Company. Purchaser agrees not to trade in any Common Shares while in possession of material nonpublic information regarding the InformationCompany.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); Annex C (General Terms and Conditions) (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available;3 (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; ________________ 3 To the extent that the Company informed the Treasury on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Treasury may consider other annual financial reporting packages acceptable to it in its sole discretion. Annex C (General Terms and Conditions) (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) holds any debt or more of all equity securities of the Purchased Shares (a “Qualifying Ownership Interest”), subject Company or an Affiliate of the Company acquired pursuant to applicable law this Agreement or regulatory requirementsthe Amended Warrant, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the “Company Subsidiaries’ books”) with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement or the Amended Warrant, the Company will permit, and will cause the Company Subsidiaries to permit the Investor and its agents, consultants, contractors access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted by Act request. (d) Nothing in this Section shall be construed to limit the prior sentenceauthority that the Special Inspector General of the Troubled Asset Relief Program, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Comptroller General of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary United States or any other applicable regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationauthority has under law.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and Annex C (General Terms and Conditions) (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available;3 (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; _________________ 3 To the extent that the Company informed the Treasury on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Treasury may consider other annual financial reporting packages acceptable to it in its sole discretion. Annex C (General Terms and Conditions) (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Securities owned by the Investor no longer beneficially owns at least fifty percent (50%) or more of all represent less than 5% of the Purchased outstanding Common Shares (a including issuances under Section 4.3 and assuming that to the extent the Investor shall purchase any additional shares of Common Stock that any later sales of Common Stock by the Investor shall be deemed to be shares other than Securities to the extent of such additional purchases) (the “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsthe Company will ensure that upon reasonable notice, the Company and its subsidiaries will use reasonable efforts afford to afford the Investor and its representatives (including officers and employees of the Investor, and counsel, accountants, investment advisors accountants and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, recordsrecords (including Tax returns and appropriate work papers of independent auditors under normal professional courtesy), properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) regulatory authority is necessary or appropriate desirable in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)regulatory agency or relevant stock exchange, all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors and, to the extent permitted above, to bank insurance regulatory authorities. Prior to any disclosure of Information permitted by Notwithstanding the prior sentenceforegoing, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled a syndication to co-investors as permitted by Section 6.8, the Investor shall be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts permitted to obtain assurances that confidential treatment will be accorded provide any Information to the Informationa potential co-investor subject to customary confidentiality protections.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel SBLF0278 [Execution Copy] advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Annex C (General Terms and Conditions) Page 16 SBLF0278 [Execution Copy] Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Securities owned by the Investor no longer beneficially owns at least fifty percent (50%) or more of all represent less than 25% of the Purchased Shares Share Base (a “"Qualifying Ownership Interest”"), subject to applicable law or regulatory requirements, the Company will use ensure that upon reasonable efforts notice, the Company and its subsidiaries will afford to afford the Investor and its representatives (including including, without limitation, officers and employees of the Investor, and counsel, accountants, investment advisors accountants and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, recordsrecords (including, without limitation, tax returns and appropriate work papers of independent auditors under normal professional courtesy), properties and personnel and to such other information as the Investor may reasonably request, including access to any such materials pertaining to AHI or the AHI Acquisition. All requests for access and information shall be coordinated through senior corporate officers of the Company. The "Share Base" equals the number of Series B Preferred Shares that would have been purchased at the Closing if the mandatory conversion of the shares of Series C Preferred Stock would have occurred prior to the Closing (or such number of Common Shares represented by such Series B Preferred Shares on an as converted basis) without regard to any limitation on such conversion. (b) Each party to this Agreement The Investor will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)regulatory agency or relevant stock exchange, all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “"Information”") concerning the other party hereto Company or any of its subsidiaries or AHI or any of its subsidiaries or the AHI Acquisition, in each case, furnished to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party the Investor on a nonconfidential non-confidential basis, (2) in the public domain through no fault of such party, the Investor or (3) later lawfully acquired from other sources by the party to which it was furnishedInvestor), and neither party hereto the Investor shall not release or disclose such Information to any other person, except its to auditors, attorneys, financial advisors, and other consultants, consultants and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationadvisors.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsClosing Date, the Company will use reasonable efforts furnish to afford Purchasers and their Affiliates (and their financial and professional advisors and representatives), and permit Purchasers, their Affiliates and their representatives access during the Investor Company’s normal business hours, to such information and its representatives (including employees materials relating to the financial, business and legal condition of the Investor, Company as may be reasonably necessary or advisable to allow Purchasers to become and counsel, accountants, investment advisors remain familiar with the Company and other professionals retained to confirm the accuracy of the representations and warranties of the Company in this Agreement and the compliance with the covenants and agreements by the Investor) Company in this Agreement; provided that such access during normal business hours to its information and the Company Subsidiaries’ booksmaterials are not restricted by applicable Law, recordscontractual obligations, properties and personnel and to such regulatory restrictions or other information as the Investor may reasonably requestconfidentiality obligations. (b) Each party to this Agreement All parties hereto will hold, and will cause its respective subsidiaries Affiliates and its and their respective directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is reasonably necessary or appropriate desirable in connection with any necessary regulatory approval Required Approvals, examination or inspection or unless compelled to disclose disclosure is required by judicial or administrative process or or, by other requirement of law Law or the applicable requirements of any Governmental Entity or relevant stock exchange (and, solely with respect to the Companyin which case, the Bankruptcy Courtparty disclosing such information shall provide the other parties with prior written notice of such permitted disclosure), all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party parties hereto furnished to it by or on behalf of such other party parties or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain publicly available through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnishedsuch party), and neither no party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultantsconsultants and advisors, and advisors andprovided, that Purchasers shall be permitted to the extent permitted above, to bank regulatory authorities. Prior disclose Information to any disclosure of Information permitted by the prior sentence, the party proposing their limited partners who are subject to disclose obligations to keep such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance confidential in accordance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information3.2.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsClosing Date, the Company will use reasonable efforts furnish to afford the Investor Purchaser and its Affiliates (and their financial and professional advisors and representatives), and permit Purchaser, its Affiliates and their representatives (including employees access during the Company’s normal business hours, to such information and materials relating to the financial, business and legal condition of the Investor, Company as may be reasonably necessary or advisable to allow Purchaser to become and counsel, accountants, investment advisors remain familiar with the Company and other professionals retained to confirm the accuracy of the representations and warranties of the Company in this Agreement and the compliance with the covenants and agreements by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestin this Agreement. (b) Each party to this Agreement All parties hereto will hold, and will cause its respective subsidiaries Affiliates and its and their respective directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval approval, examination or inspection or unless compelled to disclose disclosure is required by judicial or administrative process or or, by other requirement of law Law or the applicable requirements of any Governmental Entity or relevant stock exchange (and, solely with respect to the Companyin which case, the Bankruptcy Courtparty disclosing such information shall provide the other parties with prior written notice of such permitted disclosure), all nonpublic non-public records, books, contracts, instruments, computer data and other data and information, including any information regarding a registration of securities of the Company prior to public disclosure of such registration (collectively, “Information”) concerning the other party parties hereto furnished to it by or on behalf of such other party parties or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain publicly available through no fault of such party, party or (3) later lawfully acquired by such party from other sources not known by the such party to which it was furnishedbe subject to confidentiality obligations with respect to such information), and neither no party hereto shall release or disclose such Information to any other personPerson, except its auditors, attorneys, financial advisors, other consultantsconsultants and advisors, and advisors andprovided, that Purchaser shall be permitted to the extent permitted above, to bank regulatory authorities. Prior disclose Information to any disclosure of Information permitted by the prior sentence, the party proposing its limited partners who are subject to disclose obligations to keep such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance confidential in accordance with the provisions of this Section 3.2(b)3.2. If such protective order or other remedy is deniedFor the avoidance of doubt, the party proposing to disclose such Information shall (x) furnish only that portion basic information regarding the terms of the Series A Preferred Stock, including the identity of the Company, the principal amount, interest rate and duration of the Series A Preferred Stock, does not constitute Information thatfor purposes of this Agreement, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts without the further consent of the Company, the Purchaser may furnish Information regarding the Company to obtain assurances that Persons who are subject to obligations to keep such Information confidential treatment will be accorded in accordance with this Section 3.2 in connection with a Secondary Market Transaction pursuant to the InformationSection 4.4.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the securities beneficially owned by the Investor no longer beneficially owns at least fifty percent (50%) or more of all represent less than 2% of the Purchased Shares outstanding shares of Common Stock (a the “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s “appropriate Federal banking agency” as defined in Section 3(q) of the InvestorFederal Deposit Insurance Act (12 U.S.C. Section 1813(q)) (the “Appropriate Federal Banking Agency”), to examine the corporate books and counselmake copies thereof and to discuss the affairs, accountants, investment advisors finances and other professionals retained by accounts of the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the “Company Subsidiaries’ books”) with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor holds less than the Qualifying Ownership Interest, the Company will permit, and will cause the Company Subsidiaries to permit (i) the Investor and its agents, consultants, contractors, (ii) the Special Inspector General of the Troubled Asset Relief Program, and (iii) the Comptroller General of the United States access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (ii) or (iii), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnishedfurnished (and without violation of any other confidentiality obligation), and neither party hereto ); provided that nothing herein shall release or disclose such prevent the Investor from disclosing any Information to the extent required by applicable laws or regulations or by any other personsubpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to an exception from a Freedom of Information Act request. (d) The Investor represents that it has been informed by the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States that they, except its auditorsbefore making any request for access or information pursuant to their audit function under this Agreement, attorneys, financial advisors, other consultants, and advisors andwill establish a protocol to avoid, to the extent permitted abovereasonably possible, duplicative requests pursuant to bank regulatory authoritiesthis Agreement. Prior Nothing in this Section shall be construed to any disclosure of Information permitted by limit the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so authority that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Special Inspector General of the Information that, based upon Troubled Asset Relief Program or the advice Comptroller General of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationUnited States have under law.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel Annex C (General Terms and Conditions) advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; Annex C (General Terms and Conditions) (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees of the Investorall schedules attached thereto), and counsel, accountants, investment advisors data and other professionals retained by information;(y) make copies thereof; and (z) discuss the Investoraffairs, finances and accounts of (A) such access any examinations and discussions pursuant to this Section 3.1(c)(i) shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x)prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (a) From the date of this Agreement, Agreement until the date when Closing, and thereafter for as long as the shares of Common Stock owned by the Investor no longer beneficially owns and its Affiliates in the aggregate represent at least fifty percent (50%) or more 5.0% of all of the Purchased outstanding Common Shares (counting for such purposes all shares of Common Stock into or for which the securities of the Company owned by the Investor, including the Series A Preferred Stock and the Warrant, are directly or indirectly convertible or exercisable and excluding as shares owned and shares outstanding all Common Shares issued by the Company after the Closing Date) (such level of ownership, a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsthe Company and the Company Bank will ensure that upon reasonable notice, the Company, the Company Bank and their respective subsidiaries will use reasonable efforts afford to afford the Investor and its representatives (including employees of the Investor’s employees, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ their books, records, properties and personnel and to such other information as the Investor may reasonably request; provided that following the Closing the Company, the Company Bank and their respective subsidiaries shall not be required to provide such access more frequently than once per fiscal quarter. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the any other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither no party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior Notwithstanding the foregoing, prior to any disclosure of Information permitted by the prior sentenceClosing, the party proposing to disclose such Information shallshall be treated in accordance with the terms of the Confidentiality Agreement, dated as of January 4, 2011, between Priam Capital and the Company (the “Confidentiality Agreement”). (c) The Company shall promptly provide the Investor with written notice of the occurrence of any circumstance, event, change, development or effect occurring after the date hereof and relating to the extent legally permissible, provide notice to Company or any Company Subsidiary of which the other party so that the other party may, at its own expense, seek an protective order Company has knowledge and which constitutes a Material Adverse Effect or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order may otherwise cause or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion render any of the Information that, based upon representations and warranties of the advice of counsel, is necessary Company and the Company Bank set forth in this Agreement to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationinaccurate.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) holds any debt or more of all equity securities of the Purchased Company or an Affiliate of the Company acquired pursuant to this Agreement, the Exchange Agreement or the Securities Purchase Agreement (including, for the avoidance of doubt, the Exchange Shares, the CDCI Preferred Shares (a “Qualifying Ownership Interest”and the CPP Preferred Shares), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (i) acting through the Company's Appropriate Federal Banking Agency, or otherwise to the extent necessary to evaluate, manage or transfer its investment in the Company, to examine the corporate books, Tax returns (including employees all schedules and attachments thereto) and other information reasonably requested by the Investor relating to Taxes and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the Company Subsidiaries’ booksSubsidiaries with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor's investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement, the Exchange Agreement or the Securities Purchase Agreement (including, for the avoidance of doubt, the Exchange Shares, the CDCI Preferred Shares and the CPP Preferred Shares), the Company shall permit, and shall cause each of the Company's Subsidiaries to permit (A) the Investor and its agents, consultants, contractors, (B) the Special Inspector General of the Troubled Asset Relief Program, and (C) the Comptroller General of the United States access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (B) or (C), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Company as to information that should be afforded confidentiality, as appropriate. (c) From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement, the Exchange Agreement or the Securities Purchase Agreement (including, for the avoidance of doubt, the Exchange Shares, the CDCI Preferred Shares and the CPP Preferred Shares), the Company will deliver, or cause to be delivered, to the Investor: (i) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year of the Company, and which shall be audited to the extent audited financial statements are available; (ii) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (iii) as soon as available after the Company receives any assessment of the Company's internal controls, a copy of such assessment; (iv) annually on a date specified by the Investor, a completed survey, in a form specified by the Investor, providing, among other things, a description of how the Company has utilized the funds the Company received in connection with the sale of the CPP Preferred Shares and the effects of such funds on the operations and status of the Company; (v) as soon as such items become effective, any amendments to the Certificate of Incorporation, bylaws or other organizational documents of the Company; and (vi) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (d) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (e) Nothing in this Section shall be construed to limit the authority that the Special Inspector General of the Troubled Asset Relief Program, the Comptroller General of the United States or any other applicable regulatory authority has under law. (f) The Investor's information rights pursuant to Sections 4.4(c)(i), (ii), (iii), (v) and (vi) and the Investor's right to receive certifications from the Company pursuant to Section 4.5(b) may be assigned by the prior sentence, the party proposing Investor to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, a transferee or assignee holding at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion least 2% of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationExchange Shares.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) holds any debt or more of all equity securities of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law Company or regulatory requirementsan Affiliate of the Company, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the “Company Subsidiaries’ books”) with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement, the Company shall permit, and shall cause each of the Company’s Subsidiaries to permit (i) the Investor and its agents, consultants, contractors, (ii) the Special Inspector General of the Troubled Asset Relief Program, and (iii) the Comptroller General of the United States, access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (ii) or (iii), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives in connection with the negotiation of or pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted by Act request. (d) Nothing in this Section shall be construed to limit the prior sentenceauthority that the Special Inspector General of the Troubled Asset Relief Program, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Comptroller General of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary United States or any other applicable regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationauthority has under law.

Access, Information and Confidentiality. (a) From the date of this Agreement, Agreement until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsClosing Date, the Company will use reasonable efforts furnish to afford Purchasers and their Affiliates (and their financial and professional advisors and representatives), and permit Purchasers, their Affiliates and their representatives access during the Investor Company’s normal business hours, to such information and its representatives (including employees materials relating to the financial, business and legal condition of the Investor, Company as may be reasonably necessary or advisable to allow Purchasers to become and counsel, accountants, investment advisors remain familiar with the Company and other professionals retained to confirm the accuracy of the representations and warranties of the Company in this Agreement and the compliance with the covenants and agreements by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestin this Agreement. (b) Each party to this Agreement All parties hereto will hold, and will cause its respective subsidiaries Affiliates and its and their respective directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate desirable in connection with any necessary regulatory approval Required Approvals, examination or inspection or unless compelled to disclose disclosure is required by judicial or administrative process or or, by other requirement of law Law or the applicable requirements of any Governmental Entity or relevant stock exchange (and, solely with respect to the Companyin which case, the Bankruptcy Courtparty disclosing such information shall provide the other parties with prior written notice of such permitted disclosure), all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party parties hereto furnished to it by or on behalf of such other party parties or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain publicly available through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnishedsuch party), and neither no party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultantsconsultants and advisors, and advisors andprovided, that Purchasers shall be permitted to the extent permitted above, to bank regulatory authorities. Prior disclose Information to any disclosure of Information permitted by the prior sentence, the party proposing their limited partners who are subject to disclose obligations to keep such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance confidential in accordance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information3.2.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsClosing Date, the Company will use reasonable efforts furnish to afford Purchasers and their Affiliates (and their financial and professional advisors and representatives), and permit Purchasers, their Affiliates and their representatives access during the Investor Company’s normal business hours, to such information and its representatives (including employees materials relating to the financial, business and legal condition of the Investor, Company as may be reasonably necessary or advisable to allow Purchasers to become and counsel, accountants, investment advisors remain familiar with the Company and other professionals retained to confirm the accuracy of the representations and warranties of the Company in this Agreement and the compliance with the covenants and agreements by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestin this Agreement. (b) Each party to this Agreement All parties hereto will hold, and will cause its respective subsidiaries Affiliates and its and their respective directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) regulatory authority is necessary or appropriate in connection with any necessary regulatory approval approval, examination or inspection or unless compelled to disclose disclosure is required by judicial or administrative process or or, by other requirement of law Law or the applicable requirements of any Governmental Entity regulatory agency or relevant stock exchange (and, solely with respect to the Companyin which case, the Bankruptcy Courtparty disclosing such information shall provide the other parties with prior written notice of such permitted disclosure), all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party parties hereto furnished to it by or on behalf of such other party parties or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain publicly available through no fault of such party, party or (3) later lawfully acquired by such party from other sources not known by the such party to which it was furnishedbe subject to confidentiality obligations with respect to such information), and neither no party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultantsconsultants and advisors, and advisors andprovided, that Purchasers shall be permitted to the extent permitted above, to bank regulatory authorities. Prior disclose Information to any disclosure of Information permitted by the prior sentence, the party proposing their limited partners who are subject to disclose obligations to keep such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance confidential in accordance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information3.2.

Access, Information and Confidentiality. (a) From During the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsPre-Closing Period, the Company will use reasonable efforts to afford permit the Investor to visit and its representatives (including employees inspect, at the Investor's expense, the properties of the InvestorCompany, to examine the corporate books and counselto discuss the affairs, accountants, investment advisors finances and other professionals retained by the Investor) such access during normal business hours to its and accounts of the Company Subsidiaries’ bookswith the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably request. . Any investigation pursuant to this Section shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company to disclose any information to the extent (bi) prohibited by applicable Legal Requirements, (ii) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent the Investor provides assurances reasonably acceptable to the Company that such information shall not be used by the Investor or its Affiliates to compete with the Company), or (iii) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company is a party or would cause a risk of a loss of privilege to the Company (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (iii) apply). Each party to this Agreement will hold, and will cause its respective subsidiaries Affiliates and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) regulatory authority is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose disclosure is required by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law Legal Requirement or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)regulatory agency or relevant stock exchange, all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “"Information”") concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non- confidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationadvisors.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsClosing Date, the Company will use reasonable efforts furnish to afford the Investor Purchaser and its Affiliates (and their financial and professional advisors and representatives), and permit Purchaser, its Affiliates and their representatives (including employees access during the Company’s normal business hours, to such information and materials relating to the financial, business and legal condition of the Investor, Company as may be reasonably necessary or advisable to allow Purchaser to become and counsel, accountants, investment advisors remain familiar with the Company and other professionals retained to confirm the accuracy of the representations and warranties of the Company in this Agreement and the compliance with the covenants and agreements by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestin this Agreement. (b) Each party to this Agreement All parties hereto will hold, and will cause its respective subsidiaries Affiliates and its and their respective directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval approval, examination or inspection or unless compelled to disclose disclosure is required by judicial or administrative process or or, by other requirement of law Law or the applicable requirements of any Governmental Entity or relevant stock exchange (and, solely with respect to the Companyin which case, the Bankruptcy Courtparty disclosing such information shall provide the other parties with prior written notice of such permitted disclosure), all nonpublic non-public records, books, contracts, instruments, computer data and other data and information, including any information regarding a registration of securities of the Company prior to public disclosure of such registration (collectively, “Information”) concerning the other party parties hereto furnished to it by or on behalf of such other party parties or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain publicly available through no fault of such party, party or (3) later lawfully acquired by such party from other sources not known by the such party to which it was furnishedbe subject to confidentiality obligations with respect to such information), and neither no party hereto shall release or disclose such Information to any other personPerson, except its auditors, attorneys, financial advisors, other consultantsconsultants and advisors, and advisors andprovided, that Purchaser shall be permitted to the extent permitted above, to bank regulatory authorities. Prior disclose Information to any disclosure of Information permitted by the prior sentence, the party proposing its limited partners who are subject to disclose obligations to keep such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance confidential in accordance with the provisions of this Section 3.2(b)3.2. If such protective order or other remedy is deniedFor the avoidance of doubt, the party proposing to disclose such Information shall (x) furnish only that portion basic information regarding the terms of the Note, including the identity of the Company, the principal amount, interest rate and duration of the Note, does not constitute Information thatfor purposes of this Agreement, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts without the further consent of the Company, the Purchaser may furnish Information regarding the Company to obtain assurances that Persons who are subject to obligations to keep such Information confidential treatment will be accorded in accordance with this Section 3.2 in connection with a Secondary Market Transaction pursuant to the InformationSection 4.4.

Access, Information and Confidentiality. (a) From In addition to any rights provided in the VCOC Letter Agreement, from the date of this Agreement, until the date when the Investor and its Affiliates no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (hold a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use ensure that upon reasonable efforts notice, and in such a manner as not to interfere unreasonably with the conduct of the business of the Company the Company and its subsidiaries will afford to the Investor and its representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) once per calendar quarter (i) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestrequest and (ii) reasonable opportunities to routinely consult with the management of the Company and its subsidiaries on matters relating to the operation of the Company. The Company agrees to consider, in good faith, the recommendations of the Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (andin which case, solely with respect the party permitted to disclose such information shall, to the Companyextent legally permissible and reasonably practicable, provide the Bankruptcy Courtother party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. (a) From the date of this AgreementUpon reasonable notice, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all CoBancorp and each of the Purchased Shares (a “Qualifying Ownership Interest”), subject CoBancorp Subsidiaries shall afford to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor FirstMerit and its representatives (including including, without limitation, directors, officers and employees of the InvestorFirstMerit, and its counsel, accountants, investment advisors environmental consultants and other professionals retained by the InvestorFirstMerit) such full access during normal business hours to its and throughout the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect period prior to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect Effective Time to the Company, the Bankruptcy Court), all nonpublic records, books, contracts, instrumentsrecords (including, computer data without limitation, tax returns and work papers of independent auditors), shareholder and customer information, properties, personnel and such other data information and documents of CoBancorp and each of the CoBancorp Subsidiaries. FirstMerit shall have a right with the prior 35 38 notice to CoBancorp to have environmental assessments conducted on any properties owned, managed or controlled by CoBancorp and the CoBancorp Subsidiaries. CoBancorp shall not be required to provide access to any such item or information if the providing of such access (collectivelyi) would be reasonably likely to result in the loss or impairment of any privilege with respect to such information, “Information”or (ii) concerning would be precluded by any law, ordinance, regulation, judgment, order, decree, license or permit of any Governmental Entity. All information furnished by one party to another party in connection with this Agreement and the other transactions contemplated hereby which is regarded by such furnishing party hereto furnished to it as confidential will be kept confidential by such other party or and its representatives pursuant to (including, without limitation, directors, officers and employees, its counsel, accountants and other professionals retained by such party) and will be used only in connection with this Agreement (except to and the extent that transactions contemplated hereby, and not in such Information can be shown to have been (1) previously known party's business or by its directors, officers and employees, its counsel, accountants and other professionals retained by such party on a nonconfidential basisif the Merger is not consummated. Nothing contained in this Section shall restrict or prohibit CoBancorp or FirstMerit from disclosing information in any document filed with the Commission, (2) FRB, OCC, OTS, the Division and other Governmental Entities and bodies nor shall it in any way restrict FirstMerit's right to exercise the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished)CoBancorp Stock Purchase Option, and neither party hereto shall release or so long as this Agreement has not been terminated pursuant to Article 7 hereof, FirstMerit may, notwithstanding this confidentiality provision, disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order information as it deems necessary or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed advisable in connection with explaining or providing background information to security analysts and others concerning the transactions contemplated by this Agreement, except that any such necessary regulatory approval or is compelled information dealing with the areas of individual employees, their future employment, reserves established for specific loans, matters related to litigation and CoBancorp's business strategies, may only be disclosed with the prior approval of CoBancorp, which approval shall not be unreasonably withheld. It is the parties' intent to provide such analysts with accurate information regarding the transaction in a light favorable to completion of the transactions contemplated by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationthis Agreement.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsClosing Date, the Company will use reasonable efforts furnish to afford the Investor Purchaser and its Affiliates (and their financial and professional advisors and representatives), and permit Purchaser, its Affiliates and their representatives (including employees access during the Company’s normal business hours, to such information and materials relating to the financial, business and legal condition of the Investor, Company as may be reasonably necessary or advisable to allow Purchaser to become and counsel, accountants, investment advisors remain familiar with the Company and other professionals retained to confirm the accuracy of the representations and warranties of the Company in this Agreement and the compliance with the covenants and agreements by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestin this Agreement. (b) Each party to this Agreement All parties hereto will hold, and will cause its respective subsidiaries Affiliates and its and their respective directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval approval, examination or inspection or unless compelled to disclose disclosure is required by judicial or administrative process or or, by other requirement of law Law or the applicable requirements of any Governmental Entity or relevant stock exchange (and, solely with respect to the Companyin which case, the Bankruptcy Courtparty disclosing such information shall provide the other parties with prior written notice of such permitted disclosure), all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party parties hereto furnished to it by or on behalf of such other party parties or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain publicly available through no fault of such party, party or (3) later lawfully acquired by such party from other sources not known by the such party to which it was furnishedbe subject to confidentiality obligations with respect to such information), and neither no party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultantsconsultants and advisors, and advisors andprovided, that Purchaser shall be permitted to the extent permitted above, to bank regulatory authorities. Prior disclose Information to any disclosure of Information permitted by the prior sentence, the party proposing its limited partners who are subject to disclose obligations to keep such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance confidential in accordance with the provisions of this Section 3.2(b)3.2. If such protective order or other remedy is deniedFor the avoidance of doubt, the party proposing to disclose such Information shall (x) furnish only that portion basic information regarding the terms of the Note, including the identity of the Company, the principal amount, interest rate and duration of the Note, does not constitute Information thatfor purposes of this Agreement, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts without the further consent of the Company the Purchaser may furnish Information regarding the Company to obtain assurances that persons who are subject to obligations to keep such Information confidential treatment will be accorded in accordance with this Section 3.2 in connection with a Secondary Market Transaction pursuant to the InformationSection 4.4.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) holds any debt or more of all equity securities of the Purchased Shares (a “Qualifying Ownership Interest”), subject Company or an Affiliate of the Company acquired pursuant to applicable law this Agreement or regulatory requirementsthe Amended Warrant, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the "Company Subsidiaries’ books") with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement or the Amended Warrant, the Company shall permit, and shall cause each of the Company’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors, (B) the Special Inspector General of the Troubled Asset Relief Program, and (C) the Comptroller General of the United States access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (B) or (C), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process). The Investor understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted by Act request. (d) Nothing in this Section shall be construed to limit the prior sentenceauthority that the Special Inspector General of the Troubled Asset Relief Program, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Comptroller General of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary United States or any other applicable regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationauthority has under law.

Access, Information and Confidentiality. (a) From the date of this AgreementPatriot shall be provided with access, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor and its representatives (including employees of the Investorinformation, and counsel, accountants, investment advisors and other professionals retained by rights as provided in the Investor) Patriot VCOC Letter Agreement. Each other Qualifying Purchaser shall have information rights as set forth in such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestQualifying Purchaser’s Information Rights Letter Agreement. (b) Each party to this Agreement will hold, and will use commercially reasonable efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or or, based on the advice of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (andin which case, solely with respect the party permitted to disclose such information shall, to the Companyextent legally permissible and reasonably practicable, provide the Bankruptcy Courtother party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its Affiliates, partners, auditors, attorneys, financial advisors, other consultants, consultants and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to auditors and bank and securities regulatory authorities. Prior to any disclosure of Information ; provided, however, that (i) each Purchaser is permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide auditors and bank and securities regulatory authorities without prior written notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed Company in connection with such necessary regulatory approval any audit or is compelled to be disclosed by such judicial examination that does not explicitly reference the Company or administrative process or by such other requirement of law or such applicable requirements this Agreement and (yii) use each Purchaser may identify the Company and the value of such Purchaser’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies without prior notice to or consent from the Company. (c) The obligations of each Purchaser under this Section 4.3 shall survive the Closing for so long as such Purchaser owns any Shares or other equity interest in the Company and for a period of one (1) year thereafter; provided, however, that the obligations of each Purchaser under this Section 4.3 shall terminate and be of no further force or effect upon the earliest to occur of (i) immediately before, but subject to, the consummation of the Company’s first underwritten public offering of its reasonable best efforts to obtain assurances that confidential treatment will be accorded Common Stock under the Securities Act or (ii) when the Company first becomes subject to the Informationperiodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsClosing Date, the Company will use reasonable efforts furnish to afford Purchasers and their Affiliates (and their financial and professional advisors and representatives), and permit Purchasers, their Affiliates and their representatives access during the Investor Company’s normal business hours, to such information and its representatives (including employees materials relating to the financial, business and legal condition of the Investor, Company as may be reasonably necessary or advisable to allow Purchasers to become and counsel, accountants, investment advisors remain familiar with the Company and other professionals retained to confirm the accuracy of the representations and warranties of the Company in this Agreement and the compliance with the covenants and agreements by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestin this Agreement. (b) Each party to this Agreement All parties hereto will hold, and will cause its respective subsidiaries Affiliates and its and their respective directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval approval, examination or inspection or unless compelled to disclose disclosure is required by judicial or administrative process or or, by other requirement of law Law or the applicable requirements of any Governmental Entity or relevant stock exchange (and, solely with respect to the Companyin which case, the Bankruptcy Courtparty disclosing such information shall provide the other parties with prior written notice of such permitted disclosure), all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party parties hereto furnished to it by or on behalf of such other party parties or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain publicly available through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnishedsuch party), and neither no party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultantsconsultants and advisors, and advisors andprovided, that Purchasers shall be permitted to the extent permitted above, to bank regulatory authorities. Prior disclose Information to any disclosure of Information permitted by the prior sentence, the party proposing their limited partners who are subject to disclose obligations to keep such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance confidential in accordance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information3.2.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more shares of Common Stock owned by the Investors represent less than 4.9% of all of the Purchased outstanding Common Shares (a “Qualifying Ownership Interest”excluding as shares owned and outstanding all Common Shares issued by the Company after the Closing Date other than as contemplated by this Agreement), subject to applicable law or regulatory requirements, the Company will use ensure that upon written request in writing by the Investors and reasonable efforts to afford prior notice, the Investor Company and its subsidiaries will afford to the Investors and their representatives (including officers and employees of the InvestorInvestors, and counsel, accountants, investment advisors accountants and other professionals retained by the Investor) Investors), subject to the Investors and such representatives entering into customary agreements such that neither the Company, the Investors or their representatives will be in violation or violate applicable federal securities laws (including Regulation FD), such access during normal business hours to its and the Company Subsidiaries’ books, recordsrecords (excluding Tax returns and associated work papers), properties and personnel and to such other information as the Investor Investors may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

Access, Information and Confidentiality. (a) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more holds an amount of all Preferred Shares having an aggregate liquidation value of less than 10% of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsPurchase Price, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees x) acting through the Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the Company Subsidiaries’ booksSubsidiaries with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (y) to review any information material to the Investor's investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the Signing Date until the date when the Investor holds an amount of Preferred Shares having an aggregate liquidation value of less than 10% of the Purchase Price, the Company will and will permit and will cause the Company Subsidiaries to permit (x) the Investor and its agents, consultants, contractors, (y) the Special Inspector General of the Troubled Asset Relief Program, and (z) the Comptroller General of the United States access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions; provided that prior to disclosing any information pursuant to clause (y) or (z), the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this Agreement agreement in furtherance of its function, to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the company as to information that should be afforded confidentiality, as appropriate. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnishedfurnished (and without violation of any other confidentiality obligation), and neither party hereto ); provided that nothing herein shall release or disclose such prevent the Investor from disclosing any Information to the extent required by applicable laws or regulations or by any other personsubpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to an exception from a Freedom of Information Act request. (d) The Investor represents that it has been informed by the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States that they, except its auditorsbefore making any request for access or information pursuant to their audit function under this Agreement, attorneys, financial advisors, other consultants, and advisors andwill establish a protocol to avoid, to the extent permitted abovereasonably possible, duplicative requests pursuant to bank regulatory authoritiesthis Agreement. Prior Nothing in this section shall be construed to any disclosure of Information permitted by limit the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so authority that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Special Inspector General of the Information that, based upon Troubled Asset Relief Program or the advice Comptroller General of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationUnited States have under law.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsClosing Date, the Company will use reasonable efforts furnish to afford the Investor Purchasers and its representatives their Affiliates (including employees of the Investorand their financial and professional advisors and representatives), and counselpermit Purchasers, accountants, investment advisors their Affiliates and other professionals retained by the Investor) such their representatives access during the Company’s normal business hours to, such information and materials relating to its the financial, business and legal condition of the Company as may be reasonably necessary or advisable to allow Purchasers to become and remain familiar with the Company and to confirm the accuracy of the representations and warranties of the Company in this Agreement and the compliance with the covenants and agreements by the Company Subsidiaries’ booksin this Agreement; provided, recordsthat such information and materials are not restricted by applicable Law, properties and personnel and to such contractual obligations, regulatory restrictions or other information as the Investor may reasonably requestconfidentiality obligations. (b) Each party to this Agreement All parties hereto will hold, and will cause its respective subsidiaries Affiliates and its and their respective directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is reasonably necessary or appropriate desirable in connection with any necessary regulatory approval Required Approvals, examination or inspection or unless compelled to disclose disclosure is required by judicial or administrative process or or, by other requirement of law Law or the applicable requirements of any Governmental Entity or relevant stock exchange (and, solely with respect to the Companyin which case, the Bankruptcy Courtparty disclosing such information shall provide the other parties with prior written notice of such permitted disclosure), all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party parties hereto furnished to it by or on behalf of such other party parties or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain publicly available through no fault of such party, party or (3) later lawfully acquired from by such party from other sources not known by the such party to which it was furnishedbe subject to confidentiality obligations with respect to such information), and neither no party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultantsconsultants and advisors, and advisors andprovided, that Purchasers shall be permitted to the extent permitted above, to bank regulatory authorities. Prior disclose Information to any disclosure of Information permitted by the prior sentence, the party proposing their limited partners who are subject to disclose obligations to keep such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance confidential in accordance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information3.2.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the shares of Common Stock owned by the Investor no longer beneficially owns at least fifty percent (50%) or more in the aggregate represent less than 4.9% of all of the Purchased outstanding Common Shares (a “Qualifying Ownership Interest”counting for such purposes all shares of Common Stock into or for which the securities of the Company owned by the Investor are directly or indirectly convertible or exercisable and excluding as shares owned and shares outstanding all Common Shares issued by the Company after the Closing Date), subject to applicable law or regulatory requirements, the Company will use ensure that upon reasonable efforts notice, the Company and its subsidiaries will afford to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court)Entity, all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to . (c) The Company shall promptly provide the Investor with written notice of the occurrence of any disclosure of Information permitted by circumstance, event, change, development or effect occurring after the prior sentence, the party proposing to disclose such Information shall, date hereof and relating to the extent legally permissible, provide notice to Company or any Company Subsidiary of which the other party so that the other party may, at its own expense, seek an protective order Company has knowledge and which constitutes a Material Adverse Effect or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order may otherwise cause or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion render any of the Information that, based upon representations and warranties of the advice of counsel, is necessary Company set forth in this Agreement to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationinaccurate.

Access, Information and Confidentiality. (ai) From the date of this Agreement, Signing Date until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of on which all of the Purchased Preferred Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementshave been redeemed in whole, the Company will use reasonable efforts permit, and shall cause each of the Company’s Subsidiaries to afford permit, Treasury, the Investor Oversight Officials and its representatives their respective agents, consultants, contractors and advisors to (x) examine any books, papers, records, Tax returns (including employees all schedules attached thereto), data and other information; (y) make copies thereof; and (z) discuss the affairs, finances and accounts of the InvestorCompany and the Company Subsidiaries with the personnel of the Company and the Company Subsidiaries, all upon reasonable notice; provided, that: (A) any examinations and counsel, accountants, investment advisors and other professionals retained by the Investordiscussions pursuant to this Section 3.1(c)(i) such access shall be conducted during normal business hours and in such manner as not to its interfere unreasonably with the conduct of the business of the Company; (B) neither the Company nor any Company Subsidiary shall be required by this Section 3.1(c)(i) to disclose any information to the extent (x) prohibited by applicable law or regulation, or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Company or any Company Subsidiary is a party or would cause a risk of a loss of privilege to the Company or any Company Subsidiary (provided that the Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the Company and the Company Subsidiaries’ booksSubsidiaries to disclose information pursuant to this Section 3.1(c)(i) to any Oversight Official or any agent, recordsconsultant, properties contractor and personnel advisor thereof, such Oversight Official shall have agreed, with respect to documents obtained under this Section 3.1(c)(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting input from the Company as to information that should be afforded confidentiality, as appropriate; and Annex C (General Terms and Conditions) (D) for avoidance of doubt, such other information as examinations and discussions may, at Treasury’s option, be conducted on site at any office of the Investor may reasonably requestCompany or any Company Subsidiary. (bii) Each party From the Signing Date until the date on which all of the Preferred Shares have been redeemed in whole, the Company will deliver, or will cause to this Agreement be delivered, to Treasury: (A) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company for such year, in each case prepared in accordance with GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year of the Company and which shall be audited to the extent audited financial statements are available;1 (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Company, a copy of any quarterly reports provided to other stockholders of the Company or Company management by the Company; (C) as soon as available after the Company receives any assessment of the Company’s internal controls, a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the Company is prohibited by applicable law or regulation from disclosing to Treasury); (D) annually on a date specified by Treasury, a completed survey, in a form specified by Treasury, providing, among other things, a description of how the Company has utilized the funds the Company received hereunder in connection with the sale of the Preferred Shares and the effects of such funds on the operations and status of the Company; 1 To the extent that the Company informed the Treasury on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Treasury may consider other annual financial reporting packages acceptable to it in its sole discretion. Annex C (General Terms and Conditions) (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Company; and (F) at the same time as such items are sent to any stockholders of the Company, copies of any information or documents sent by the Company to its stockholders. (iii) Treasury will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent Treasury from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. Treasury understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted Act request. (iv) Treasury’s information rights pursuant to Section 3.1(c)(ii)(A), (B), (C), (E) and (F) and Treasury’s right to receive certifications from the Company pursuant to Section 3.1(d)(i) may be assigned by Treasury to a transferee or assignee of the prior sentence, Preferred Shares with a liquidation preference of no less than an amount equal to 2% of the party proposing to disclose such Information shall, to initial aggregate liquidation preference of the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of Preferred Shares. (v) Nothing in this Section 3.2(b). If shall be construed to limit the authority that any Oversight Official or any other applicable regulatory authority has under law. (vi) The Company shall provide to Treasury all such protective order or other remedy is denied, information as Treasury may request from time to time for the party proposing to disclose such Information shall (x) furnish only that portion purpose of carrying out the study required by Section 4112 of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the InformationSBJA.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) holds any debt or more of all equity securities of the Purchased Shares (a “Qualifying Ownership Interest”), subject Company or an Affiliate of the Company acquired pursuant to applicable law or regulatory requirementsthis Agreement, the Company will use reasonable efforts to afford permit the Investor and its representatives agents, consultants, contractors and advisors (including employees i) acting through the Company’s Appropriate Federal Banking Agency, to examine the corporate books and make copies thereof and to discuss the affairs, finances and accounts of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its Company and the subsidiaries of the Company (the “Company Subsidiaries’ books”) with the principal officers of the Company, records, properties all upon reasonable notice and personnel at such reasonable times and to such other information as often as the Investor may reasonably requestrequest and (ii) to review any information material to the Investor’s investment in the Company provided by the Company to its Appropriate Federal Banking Agency. (b) Each party From the date hereof until the date when the Investor no longer holds any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement Agreement, the Company will permit, and will cause the Company Subsidiaries to permit the Investor and its agents, consultants, contractors access to personnel and any books, papers, records or other data, in each case, to the extent relevant to ascertaining compliance with the financing terms and conditions. (c) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors, advisors, and advisors United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Company furnished or made available to it by such other party the Company or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1i) previously known by such party on a nonconfidential non-confidential basis, (2ii) in the public domain through no fault of such party, party or (3iii) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent permitted above, required by applicable laws or regulations or by any subpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to bank regulatory authorities. Prior to any disclosure an exception from a Freedom of Information permitted by Act request. (d) Nothing in this Section shall be construed to limit the prior sentenceauthority that the Special Inspector General of the Troubled Asset Relief Program, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion Comptroller General of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary United States or any other applicable regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Informationauthority has under law.

Access, Information and Confidentiality. (a) From the date of this Agreement, hereof until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirementsClosing Date, the Company will use reasonable efforts furnish to afford the Investor Purchaser and its Affiliates (and their financial and professional advisors and representatives), and permit Purchaser, its Affiliates and their representatives (including employees access during the Company’s normal business hours, to the extent legally permissible, to such information and materials relating to the financial, business and legal condition of the Investor, Company as may be reasonably necessary or advisable to allow Purchaser to become and counsel, accountants, investment advisors remain familiar with the Company and other professionals retained to confirm the accuracy of the representations and warranties of the Company in this Agreement and the compliance with the covenants and agreements by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably requestin this Agreement. (b) Each party to this Agreement All parties hereto will hold, and will cause its respective subsidiaries Affiliates and its and their respective directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval approval, reporting obligation, examination or inspection or unless compelled to disclose disclosure is required by judicial or administrative process or or, by other requirement of law Law or the applicable requirements of any Governmental Entity or relevant stock exchange (and, solely with respect to the Companyin which case, the Bankruptcy Courtparty disclosing such information shall provide the other parties with prior written notice of such permitted disclosure), all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party parties hereto furnished to it by or on behalf of such other party parties or its representatives pursuant to this Agreement (except to the extent that such Information information can be shown to have been (1) previously known by such party on a nonconfidential non-confidential basis, (2) in the public domain publicly available through no fault of such party, party or (3) later lawfully acquired by such party from other sources not known by the such party to which it was furnishedbe subject to confidentiality obligations with respect to such information), and neither no party hereto shall release or disclose such Information to any other personPerson, except its auditors, attorneys, financial advisors, other consultantsconsultants and advisors, and advisors andprovided, that Purchaser shall be permitted to the extent permitted above, to bank regulatory authorities. Prior disclose Information to any disclosure of Information permitted by the prior sentence, the party proposing its limited partners who are subject to disclose obligations to keep such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance confidential in accordance with the provisions of this Section 3.2(b)3.2. If such protective order or other remedy is deniedFor the avoidance of doubt, the party proposing to disclose such Information shall (x) furnish only that portion basic information regarding the terms of the Note, including the identity of the Company, the principal amount, interest rate and duration of the Note, does not constitute Information thatfor purposes of this Agreement, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts without the further consent of the Company, the Purchaser may furnish Information regarding the Company to obtain assurances that Persons who are subject to obligations to keep such Information confidential treatment will be accorded in accordance with this Section 3.2 in connection with a Secondary Market Transaction pursuant to the InformationSection 4.4.