Common use of Access; Reports; Confidentiality Clause in Contracts

Access; Reports; Confidentiality. (a) From the date of this Agreement until the date when the Investor no longer owns in aggregate with its Affiliates at least 4.0% or more of all of the outstanding shares of Common Stock (the “Qualifying Ownership Interest”), the Company and the Company 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) (i) such access during normal business hours to its books, records, properties and personnel and to such other information as the Investor may reasonably request and (ii) reasonable opportunities to routinely consult with the management of the Company and the Company Subsidiaries on matters relating to the operation of the Company. Notwithstanding anything in this Agreement to the contrary, at no time will the Company provide to the Investor any material non-public information unless the Investor shall have specifically requested such disclosure in writing from 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 (and solely to the extent) disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless (and solely to the extent) compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other 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 in connection with the Transaction Documents or the transactions contemplated thereby, including but not limited to as set forth in Section 3.1(a) (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 Affiliates and its and its Affiliates’ 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.

Access; Reports; Confidentiality. (a) From the date of this Agreement hereof until the date when the Investor no longer owns in aggregate with its Affiliates at least 4.0% or more of all of the outstanding shares of Common Stock (the “Qualifying Ownership Interest”)Closing Date, the Company and the Company Subsidiaries will afford to the permit each Investor and its representatives (including employees their respective Representatives to visit and inspect the properties of the InvestorCompany and the Company Subsidiaries, and counselto examine the contracts and commitments, accountants, financial and investment banking advisors corporate books and other professionals retained by the Investor) (i) such access during normal business hours to its books, records, properties and personnel and to such other information as the Investor may reasonably request and (ii) reasonable opportunities to routinely consult with the management records of the Company and the Company Subsidiaries on matters relating and discuss the affairs, finances and accounts of the Company and the Company Subsidiaries with the officers, employees and the other Representatives of the Company and the Company Subsidiaries, all upon reasonable notice and at such reasonable times and as often as such Investor may request. Any investigation pursuant to this Section 3.2 shall be conducted during normal business hours and in such a manner as not to interfere unreasonably with the conduct of the business of the Company or the Company Subsidiaries, and nothing herein shall require the Company or the Company Subsidiaries to disclose any information to the operation of extent (1) prohibited by Law or (2) that the Company. Notwithstanding anything in this Agreement Company or the Company Subsidiaries reasonably believe such information to be competitively sensitive proprietary information (except to the contraryextent such Investor provides assurances reasonably acceptable to Company or such Company Subsidiary, at no time will as applicable, that such information shall not be used by such Investor or its Affiliates to compete with the Company provide or such Company Subsidiary, as applicable); provided that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the Investor any material non-public information unless the Investor shall have specifically requested such disclosure restrictions in writing from the Companyclauses (1) and (2) of this Section 3.2(a) apply). (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 (and solely to Investor acknowledges that the extent) disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless (and solely to the extent) compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other 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 being provided to it by such other party or its representatives in connection with the Transaction Documents or consummation of the transactions contemplated thereby, including but not limited to as set forth in Section 3.1(a) (except hereby is subject to the extent that such information can be shown to have been (1) terms of the Confidentiality Agreement, previously known executed by such party on a nonconfidential basis, Investor and the Company (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“Confidentiality Agreement”), and neither party hereto shall release or disclose such Information to any other person, except its Affiliates and its and its Affiliates’ auditors, attorneys, financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality terms of the Information and, to the extent permitted above, to bank regulatory authoritieswhich are incorporated herein by reference.

Access; Reports; Confidentiality. (a) From the date of this Agreement until the date when the Investor no longer owns in aggregate with its Affiliates at least (x) 4.0% or more of all of the outstanding shares of Common Stock or (y) 20% of the amount the Investor originally invests at the Closing, in each case whether acquired upon conversion of the Preferred Shares or otherwise and treating each Preferred Share that is not a share of Common Stock as if it had converted into Common Stock (the “Qualifying Ownership Interest”), the Company and the Company 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) (i) such access during normal business hours to its books, records, properties and personnel and to such other information as the Investor may reasonably request and (ii) reasonable opportunities to routinely consult with the management of the Company and the Company Subsidiaries on matters relating to the operation of the Company. Notwithstanding anything in this Agreement to the contrary, at no time will the Company provide to the Investor any material non-public information unless the Investor shall have specifically requested such disclosure in writing from 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 (and solely to the extent) disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless (and solely to the extent) compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other 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 in connection with the Transaction Documents or the transactions contemplated thereby, including but not limited to as set forth in Section 3.1(a) (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 Affiliates and its and its Affiliates’ 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. As of the Closing, the Confidentiality Agreement, dated as of November 21, 2013, between Tricadia Capital Management, LLC and the Company shall be terminated, superseded and replaced by this Section 3.1(b).