Common use of Information, Access and Confidentiality Clause in Contracts

Information, Access and Confidentiality. So long as any Commitments shall be in effect or any Loans shall remain unpaid: (i) the Lenders, acting through their officers and other duly designated employees, shall have the right to discuss the affairs, finances and accounts of the Borrower and the Subsidiaries with senior financial officers and employees of the Borrower at such reasonable times and intervals as the Lenders shall reasonably request; and (ii) the Borrower will make available to the Lenders such other information relating to the financial condition or business operations of the Borrower and the Subsidiaries as the Lenders shall from time to time reasonably request. Notwithstanding anything herein to the contrary, in no event shall the Borrower be required to furnish to the Lenders any information pursuant to this Section 9.09 if the Borrower shall reasonably determine that the furnishing of such requested information would be in violation of any applicable law, regulation or order of any Governmental Body or if such information relates to the Borrower's strategic planning, research, development, testing, manufacturing or marketing activities and the furnishing thereof would, in the sole judgment of the Borrower reasonably exercised, adversely affect the competitive position of the Borrower. Each Lender agrees that all such information provided to such Lender (or any officer or employee of such Lender) is confidential and proprietary to the Borrower and that such Lender will not disclose (other than to the directors, officers and employees of such Lender who require such information in connection with such Lender's administration of this Agreement and who have been directed to treat such information as confidential and proprietary to the Borrower and other than to bank examiners with jurisdiction over such Lender who request such information) any such information (excluding information which becomes (i) generally available to the public other than as a result of the disclosure thereof by such Lender or its representatives or (ii) available to such Lender on a non-confidential basis from a source other than the Borrower or the Subsidiaries or any of their respective directors, officers, employees, agents or representatives, provided such source is not known to such Lender to be bound by a confidentiality agreement with the Borrower), except to the extent such Lender is, in the opinion of legal counsel to such Lender, required by law to disclose such information and then only after such Lender shall have given the Borrower at least five (5) days' prior written notice of such required disclosure or, if such prior notice period is not available to such Lender under applicable law, such shorter notice period, if any, as shall in fact be available to such Lender under applicable law.

Information, Access and Confidentiality. So long as (a) Upon providing reasonable notice, LBI and its Representatives shall, at all times during normal business hours prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of MNB and each MNB Subsidiary. LBI and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of MNB and each MNB Subsidiary, including observation of any Commitments shall be in effect audit of, and examination of any audit work papers with respect to, MNB or any Loans MNB Subsidiary, and of its and their financial and legal condition as LBI shall remain unpaid: (i) the Lendersdeem necessary or advisable to familiarize itself with such records, acting through their officers properties and other duly designated employeesmatters; provided, that such access or investigation shall have not interfere unnecessarily with the right to discuss the affairs, finances and accounts of the Borrower and the Subsidiaries with senior financial officers and employees of the Borrower at such reasonable times and intervals as the Lenders shall reasonably request; and (ii) the Borrower will make available to the Lenders such other information relating to the financial condition or business normal operations of the Borrower and the Subsidiaries as the Lenders shall from time to time reasonably request. Notwithstanding anything herein to the contrary, in no event shall the Borrower be required to furnish to the Lenders any information pursuant to this Section 9.09 if the Borrower shall reasonably determine that the furnishing of such requested information would be in violation of any applicable law, regulation or order of any Governmental Body or if such information relates to the Borrower's strategic planning, research, development, testing, manufacturing or marketing activities and the furnishing thereof would, in the sole judgment of the Borrower reasonably exercised, adversely affect the competitive position of the Borrower. Each Lender agrees that all such information provided to such Lender (or any officer or employee of such Lender) is confidential and proprietary to the Borrower and that such Lender will not disclose (other than to the directors, officers and employees of such Lender who require such information in connection with such Lender's administration of this Agreement and who have been directed to treat such information as confidential and proprietary to the Borrower and other than to bank examiners with jurisdiction over such Lender who request such information) any such information (excluding information which becomes (i) generally available to the public other than as a result of the disclosure thereof by such Lender or its representatives or (ii) available to such Lender on a non-confidential basis from a source other than the Borrower or the Subsidiaries MNB or any of their respective directorsthe MNB Subsidiary. Upon request, officersMNB and each MNB Subsidiary will furnish LBI or its Representatives its attorneys' responses to auditors' requests for information and such financial and operating data and other information reasonably requested by LBI developed by MNB or any MNB Subsidiary, employeesits auditors, agents accountants or representativesattorneys (provided with respect to attorneys, provided such source is disclosure shall be limited to information that would not known to such Lender to be bound result in the waiver by a confidentiality agreement with the BorrowerMNB or any MNB Subsidiary of any claim of attorney-client privilege), except and will permit LBI or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for MNB or any MNB Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to LBI or its Representatives. No investigation by LBI shall affect the representations and warranties made by MNB. This Section shall not require the disclosure of any information the disclosure of which to LBI would be prohibited by law. (b) Any confidential information or trade secrets received by MNB, its employees or agents in the course of the examination described in Section 7.1 shall be treated confidentially, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing either such confidential information, or trade secrets or both shall be destroyed by MNB or, at LBI's request, returned to LBI in the event this Agreement is terminated as provided in Section 11.1. Such information shall not be used by MNB or its agents to the extent such Lender is, in the opinion detriment of legal counsel to such Lender, required by law to disclose such information and then only after such Lender shall have given the Borrower at least five (5) days' prior written notice of such required disclosure or, if such prior notice period is not available to such Lender under applicable law, such shorter notice period, if any, as shall in fact be available to such Lender under applicable lawLBI or any LBI Subsidiary.

Information, Access and Confidentiality. So long as any Commitments shall be in effect or any Loans shall remain unpaid: (i) the Lenders, acting through their officers and other duly designated employees, shall have the right to discuss the affairs, finances and accounts of the Borrower and the Subsidiaries with senior financial officers and employees of the Borrower at such reasonable times and intervals as the Lenders shall reasonably request; and (ii) the Borrower will make available to the Lenders such other information relating to the financial condition or business operations of the Borrower and the Subsidiaries as the Lenders shall from time to time reasonably request. Notwithstanding anything herein to the contrary, in no event shall the Borrower be required to furnish to the Lenders any information pursuant to this Section 9.09 9.08 if the Borrower shall reasonably determine that the furnishing of such requested information would be in violation of any applicable law, regulation or order of any Governmental Body or if such information relates to the Borrower's strategic planning, research, development, testing, manufacturing or marketing activities and the furnishing thereof would, in the sole judgment of the Borrower reasonably exercised, adversely affect the competitive position of the Borrower. Each Lender agrees that all such information provided to such Lender (or any officer or employee of such Lender) is confidential and proprietary to the Borrower and that such Lender will not disclose (other than to the directors, officers and employees of such Lender who require such information in connection with such Lender's administration of this Agreement and who have been directed to treat such information as confidential and proprietary to the Borrower and other than to bank examiners with jurisdiction over such Lender who request such informationBorrower) any such information (excluding information which becomes (i) generally available to the public other than as a result of the disclosure thereof by such Lender or its representatives or (ii) available to such Lender on a non-confidential basis from a source other than the Borrower or the Subsidiaries or any of their respective directors, officers, employees, agents or representatives, provided such source is not known to such Lender to be bound by a confidentiality agreement with the Borrower), except to the extent such Lender is, in the opinion of legal counsel to such Lender, required by law to disclose such information and then only after such Lender shall have given the Borrower at least five (5) days' prior written notice of such required disclosure or, if such prior notice period is not available to such Lender under applicable law, such shorter notice period, if any, as shall in fact be available to such Lender under applicable law.

Information, Access and Confidentiality. So long (a) From the date hereof until the date following the Closing Date on which the Investor Percentage Interest of an Investor (other than CapGen), together with the Investor Percentage Interests of Investors that share a common investment advisor with such Investor, is, in the aggregate, less than 5%, the Company and the Subsidiaries will permit such Investor, whether or not such Investor qualifies, or is intended to qualify, as any Commitments shall a “venture capital operating company” (a “VCOC”) as defined in the regulations (the “Plan Asset Regulations”) issued by the Department of Labor at 29 C.F.R. Section 2510.3 101, as the same may be in effect or any Loans shall remain unpaid: amended from time to time (i) each such person a “VCOC Rights Inspector”), to have customary and appropriate VCOC rights, including consultations rights, inspection and access rights, and rights to receive materials for all meetings of the LendersBoard of Directors, acting through their officers and other duly designated employees, shall have the right to discuss audited and unaudited financial statements, annual budget and other financial and operations information, including advance notification of and consultation with respect to significant corporate actions) relating to inspection, information and consultation with respect to the affairs, finances Company or the Bank. Any consultation or inspection permitted pursuant to this Section 6.09 shall be conducted during normal business hours and accounts in such a manner as not to interfere unreasonably with the conduct of the Borrower business of the Company or the Subsidiaries, and nothing herein shall require the Company or the Subsidiaries to disclose any information to the extent (1) prohibited by Applicable Laws or (2) that the Company or the Subsidiaries reasonably believe such information to be competitively sensitive proprietary information (except to the extent the Investor provides assurances reasonably acceptable to the Company or such Subsidiary, as applicable, that such information shall not be used by the Investor or its affiliates to compete with the Company or such Subsidiary, as applicable). Such Investor also shall hold and use any information that it receives pursuant to this Section solely for purposes of managing its investment in the Company, and shall not use or disclose any material nonpublic information regarding the Company to trade in Company securities or any derivatives thereof. Notwithstanding the foregoing, nothing herein shall require the Company or the Subsidiaries to (1) honor a request from such Investor to visit and inspect any of the offices and properties of the Company and the Subsidiaries and inspect and copy the books and records of the Company and the Subsidiaries more frequently than once per quarter, or (2) make appropriate officers and directors of the Company and the Subsidiaries available to such Investor for consultation with senior financial the Investor or its designated representative with respect to matters relating to the business and affairs of the Company and the Subsidiaries more frequently than once per quarter. Any information to be provided to an Investor hereunder shall be sent or provided only to the Person or department set forth on such Investor’s signature page hereto as the Person or department to receive notices under this Agreement, and neither the Company nor any Person acting on its behalf shall send or provide information hereunder to any other Person on behalf of any Investor without the prior written consent of such person or a member of such department. (b) From the date of this Agreement until the date when CapGen’s Investor Percentage Interest is less than 5%, the Company shall, and will cause each of the Subsidiaries to, give CapGen and its representatives (including officers and employees of CapGen, and counsel, accountants, investment bankers, potential lenders and other professionals retained by CapGen) full access during normal business hours to all of their properties, books and records (including tax returns and appropriate work papers of independent auditors under normal professional courtesy, but excluding those books and records that under Applicable Laws, or under confidentiality agreements, are required to be kept confidential) and to knowledgeable personnel of the Borrower at such reasonable times Company and intervals as the Lenders shall reasonably request; and (ii) the Borrower will make available to the Lenders such other information relating to the financial condition or business operations of the Borrower and the Subsidiaries as the Lenders shall from time to time CapGen may reasonably request. Notwithstanding anything herein As long as CapGen is a bank holding company deemed by the Federal Reserve to “control” the Company and the Bank under the BHC Act, the Company and the Bank shall cooperate with CapGen, and provide all information requested by CapGen to prepare and fill all reports, applications and other filings with the Federal Reserve and other Governmental Authorities. (c) Each Investor shall, and shall cause its representatives to, hold all material nonpublic information received as a result of its access to the contraryproperties, books and records of the Company or the Subsidiaries in no event shall the Borrower be required to furnish confidence, except to the Lenders any extent that information pursuant to this Section 9.09 if the Borrower shall reasonably determine that the furnishing of such requested information would be in violation of any applicable law, regulation or order of any Governmental Body or if such information relates to the Borrower's strategic planning, research, development, testing, manufacturing or marketing activities and the furnishing thereof would, in the sole judgment of the Borrower reasonably exercised, adversely affect the competitive position of the Borrower. Each Lender agrees that all such information provided to such Lender (or any officer or employee of such Lender) is confidential and proprietary to the Borrower and that such Lender will not disclose (other than to the directors, officers and employees of such Lender who require such information in connection with such Lender's administration of this Agreement and who have been directed to treat such information as confidential and proprietary to the Borrower and other than to bank examiners with jurisdiction over such Lender who request such information) any such information (excluding information which becomes (i) generally is or becomes available to the public (other than as through a result breach of this Agreement), (ii) becomes available to the disclosure thereof by such Lender Investor or its representatives from a third party that, insofar as the Investor is aware, is not under an obligation to the Company or to a Subsidiary to keep the information confidential, (iiiii) available was known to such Lender the Investor or its representatives on a non-confidential basis before it was made available to the Investor or its representative by the Company or a Subsidiary, or (iv) otherwise is independently developed by the Investor or its representatives. Each Investor shall, at the Company’s request made at any time after the termination of this Agreement without the Closing having occurred, or at any time such Investor’s Investor Percentage is less than 5%, deliver to the Company all documents and other material nonpublic information obtained by the Investor or its representatives from a source other than the Borrower Company or its Subsidiaries, or certify that such material has been destroyed by the Investor. The Investor acknowledges that it is aware of, and will comply with, applicable restrictions on the use of material nonpublic information with respect to the Company and its Subsidiaries imposed by the United States federal securities laws. Any examination or investigation made by the Investor, its representatives or any other persons as contemplated by this Section 6.09 shall not affect any of their respective directors, officers, employees, agents or representatives, provided such source is not known to such Lender to be bound by a confidentiality agreement with the Borrower), except to the extent such Lender is, in the opinion of legal counsel to such Lender, required by law to disclose such information representations and then only after such Lender shall have given the Borrower at least five (5) days' prior written notice of such required disclosure or, if such prior notice period is not available to such Lender under applicable law, such shorter notice period, if any, as shall in fact be available to such Lender under applicable lawwarranties hereunder.

Information, Access and Confidentiality. So long as any Commitments shall be in effect or any Loans shall remain unpaid: (i) the Lenders, acting through their officers and other duly designated employees, shall have the right to discuss the affairs, finances and accounts of the Borrower and the Subsidiaries with senior financial officers and employees of the Borrower at such reasonable times and intervals as the Lenders shall reasonably request; and (ii) the Borrower will make available to the Lenders such other information relating to the financial condition or business operations of the Borrower and the Subsidiaries as the Lenders shall from time to time reasonably request. Notwithstanding anything herein to the contrary, in no event shall the Borrower be required to furnish to the Lenders any information pursuant to this Section 9.09 9.08 if the Borrower shall reasonably determine that the furnishing of such requested information would be in violation of any applicable law, regulation or order of any Governmental Body or if such information relates to the Borrower's strategic planning, research, development, testing, manufacturing or marketing activities and the furnishing thereof would, in the sole judgment of the Borrower reasonably exercised, adversely affect the competitive position of the Borrower. Each Lender agrees that all such information provided to such Lender (or any officer or employee of such Lender) is confidential and proprietary to the Borrower and that such Lender will not disclose (other than to the directors, officers and employees of such Lender who require such information in connection with such Lender's administration of this Agreement and who have been directed to treat such information as confidential and proprietary to the Borrower and other than to bank examiners with jurisdiction over such Lender who request such informationBorrower) any such information (excluding information which becomes (i) generally available to the public other than as a result of the disclosure thereof by such Lender or its representatives or (ii) available to such Lender on a non-confidential basis from a source other than the Borrower or the Subsidiaries or any of their respective directors, officers, employees, agents or representatives, provided such source is not known to such Lender to be bound by a confidentiality agreement with the Borrower), except to the extent such Lender is, in the opinion of legal counsel to such Lender, required by law to disclose such information and then only after such Lender shall have given the Borrower at least five (5) days' prior written notice of such required disclosure or, if such prior notice period is not available to such Lender under applicable law, such shorter notice period, if any, as shall in fact be available to such Lender under applicable law.

Information, Access and Confidentiality. So long as Upon providing reasonable notice, MNB and its Representatives shall, at all times during normal business hours prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of LBI and each LBI Subsidiary. MNB and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of LBI and each LBI Subsidiary, including observation of any Commitments shall be in effect audit of, and examination of any audit work papers with respect to, LBI or any Loans LBI Subsidiary, and of its and their financial and legal condition as MNB shall remain unpaid: (i) the Lendersdeem necessary or advisable to familiarize itself with such records, acting through their officers properties and other duly designated employeesmatters; provided, that such access or investigation shall have not interfere unnecessarily with the right to discuss the affairs, finances and accounts of the Borrower and the Subsidiaries with senior financial officers and employees of the Borrower at such reasonable times and intervals as the Lenders shall reasonably request; and (ii) the Borrower will make available to the Lenders such other information relating to the financial condition or business normal operations of the Borrower and the Subsidiaries as the Lenders shall from time to time reasonably request. Notwithstanding anything herein to the contrary, in no event shall the Borrower be required to furnish to the Lenders any information pursuant to this Section 9.09 if the Borrower shall reasonably determine that the furnishing of such requested information would be in violation of any applicable law, regulation or order of any Governmental Body or if such information relates to the Borrower's strategic planning, research, development, testing, manufacturing or marketing activities and the furnishing thereof would, in the sole judgment of the Borrower reasonably exercised, adversely affect the competitive position of the Borrower. Each Lender agrees that all such information provided to such Lender (or any officer or employee of such Lender) is confidential and proprietary to the Borrower and that such Lender will not disclose (other than to the directors, officers and employees of such Lender who require such information in connection with such Lender's administration of this Agreement and who have been directed to treat such information as confidential and proprietary to the Borrower and other than to bank examiners with jurisdiction over such Lender who request such information) any such information (excluding information which becomes (i) generally available to the public other than as a result of the disclosure thereof by such Lender or its representatives or (ii) available to such Lender on a non-confidential basis from a source other than the Borrower or the Subsidiaries LBI or any of their respective directorsthe LBI Subsidiary. Upon request, officersLBI and each LBI Subsidiary will furnish MNB or its Representatives its attorneys' responses to auditors' requests for information and such financial and operating data and other information reasonably requested by MNB developed by LBI or any LBI Subsidiary, employeesits auditors, agents accountants or representativesattorneys (provided with respect to attorneys, provided such source is disclosure shall be limited to information that would not known to such Lender to be bound result in the waiver by a confidentiality agreement with the BorrowerLBI or any LBI Subsidiary of any claim of attorney-client privilege), except and will permit MNB or its Representatives to the extent such Lender is, in the opinion of legal counsel to such Lender, required by law to disclose discuss such information directly with any individual or firm performing auditing or accounting functions for LBI or any LBI Subsidiary, and then only after such Lender auditors and accountants shall have given be directed to furnish copies of any reports or financial information as developed to MNB or its Representatives. No investigation by MNB shall affect the Borrower at least five (5) days' prior written notice representations and warranties made by LBI. This Section shall not require the disclosure of such required any information the disclosure or, if such prior notice period is not available of which to such Lender under applicable law, such shorter notice period, if any, as shall in fact MNB would be available to such Lender under applicable prohibited by law.

Information, Access and Confidentiality. So long as any Commitments shall be in effect or any Loans shall remain unpaid: (i) the Lenders, acting through their officers and other duly designated employees, shall have the right to discuss the affairs, finances and accounts of the Borrower and the Subsidiaries with senior financial officers and employees of the Borrower at such reasonable times and intervals as the Lenders shall reasonably request; and (ii) the Borrower will make available to the Lenders such other information relating to the financial condition or business operations of the Borrower and the Subsidiaries as the Lenders shall from time to time reasonably request. Notwithstanding anything herein to the contrary, in no event shall the Borrower be required to furnish to the Lenders any information pursuant to this Section 9.09 if the Borrower shall reasonably determine that the furnishing of such requested information would be in violation of any applicable law, regulation or order of any Governmental Body or if such information relates to the Borrower's strategic planning, research, development, testing, manufacturing or marketing activities and the furnishing thereof would, in the sole judgment of the Borrower reasonably exercised, adversely affect the competitive position of the Borrower. Each Lender agrees that all such information provided to such Lender (or any officer or employee of such Lender) is confidential and proprietary to the Borrower and that such Lender will not disclose (other than to the directors, officers and employees of such Lender who require such information in connection with such Lender's administration of this Agreement and who have been directed to treat such information as confidential and proprietary to the Borrower and other than to bank examiners with jurisdiction over such Lender who request such information) any such information (excluding information which becomes (i) generally available to the public other than as a result of the disclosure thereof by such Lender or its representatives or (ii) available to such Lender on a non-confidential basis from a source other than the Borrower or the Subsidiaries or any of their respective directors, officers, employees, agents or representatives, provided such source is not known to such Lender to be bound by a confidentiality agreement with the Borrower), except to the extent such Lender is, in the opinion of legal counsel to such Lender, required by law to disclose such information and then only after such Lender shall have given the Borrower at least five (5) days' prior written notice of such required disclosure or, if such prior notice period is not available to such Lender under applicable law, such shorter notice period, if any, as shall in fact be available to such Lender under applicable law.

Information, Access and Confidentiality. So long as (a) Upon providing reasonable notice, MNB and its Representatives shall, at all times during normal business hours prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of LBI and each LBI Subsidiary. MNB and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the operations, records and properties of LBI and each LBI Subsidiary, including observation of any Commitments shall be in effect audit of, and examination of any audit work papers with respect to, LBI or any Loans LBI Subsidiary, and of its and their financial and legal condition as MNB shall remain unpaid: (i) the Lendersdeem necessary or advisable to familiarize itself with such records, acting through their officers properties and other duly designated employeesmatters; provided, that such access or investigation shall have not interfere unnecessarily with the right to discuss the affairs, finances and accounts of the Borrower and the Subsidiaries with senior financial officers and employees of the Borrower at such reasonable times and intervals as the Lenders shall reasonably request; and (ii) the Borrower will make available to the Lenders such other information relating to the financial condition or business normal operations of the Borrower and the Subsidiaries as the Lenders shall from time to time reasonably request. Notwithstanding anything herein to the contrary, in no event shall the Borrower be required to furnish to the Lenders any information pursuant to this Section 9.09 if the Borrower shall reasonably determine that the furnishing of such requested information would be in violation of any applicable law, regulation or order of any Governmental Body or if such information relates to the Borrower's strategic planning, research, development, testing, manufacturing or marketing activities and the furnishing thereof would, in the sole judgment of the Borrower reasonably exercised, adversely affect the competitive position of the Borrower. Each Lender agrees that all such information provided to such Lender (or any officer or employee of such Lender) is confidential and proprietary to the Borrower and that such Lender will not disclose (other than to the directors, officers and employees of such Lender who require such information in connection with such Lender's administration of this Agreement and who have been directed to treat such information as confidential and proprietary to the Borrower and other than to bank examiners with jurisdiction over such Lender who request such information) any such information (excluding information which becomes (i) generally available to the public other than as a result of the disclosure thereof by such Lender or its representatives or (ii) available to such Lender on a non-confidential basis from a source other than the Borrower or the Subsidiaries LBI or any of their respective directorsthe LBI Subsidiary. Upon request, officersLBI and each LBI Subsidiary will furnish MNB or its Representatives its attorneys' responses to auditors' requests for information and such financial and operating data and other information reasonably requested by MNB developed by LBI or any LBI Subsidiary, employeesits auditors, agents accountants or representativesattorneys (provided with respect to attorneys, provided such source is disclosure shall be limited to information that would not known to such Lender to be bound result in the waiver by a confidentiality agreement with the BorrowerLBI or any LBI Subsidiary of any claim of attorney-client privilege), except and will permit MNB or its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for LBI or any LBI Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to MNB or its Representatives. No investigation by MNB shall affect the representations and warranties made by LBI. This Section shall not require the disclosure of any information the disclosure of which to MNB would be prohibited by law. (b) Any confidential information or trade secrets received by LBI, its employees or agents in the course of the examination described in Section 6.1 shall be treated confidentially, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing either such confidential information, or trade secrets or both shall be destroyed by LBI or, at MNB's request, returned to MNB in the event this Agreement is terminated as provided in Section 11. 1. Such information shall not be used by LBI or its agents to the extent such Lender is, in the opinion detriment of legal counsel to such Lender, required by law to disclose such information and then only after such Lender shall have given the Borrower at least five (5) days' prior written notice of such required disclosure or, if such prior notice period is not available to such Lender under applicable law, such shorter notice period, if any, as shall in fact be available to such Lender under applicable lawMNB or any MNB Subsidiary.

Information, Access and Confidentiality. So long as any Commitments shall be in effect effect, any Letter of Credit shall be outstanding or any Loans or reimbursement obligations in respect of LC Disbursements shall remain unpaid: (i) the LendersLenders and any Issuing Bank, acting through their officers and other duly designated employees, shall have the right to discuss the affairs, finances and accounts of the Borrower and the Subsidiaries with senior financial officers and employees of the Borrower at such reasonable times and intervals as the Lenders and any Issuing Bank shall reasonably request; and (ii) the Borrower will make available to the Lenders and any Issuing Bank such other information relating to the financial condition or business operations of the Borrower and the Subsidiaries as the Lenders shall from time to time reasonably request. Notwithstanding anything herein to the contrary, in no event shall the Borrower be required to furnish to the Lenders any information pursuant to this Section 9.09 if the Borrower shall reasonably determine that the furnishing of such requested information would be in violation of any applicable law, regulation or order of any Governmental Body or if such information relates to the Borrower's strategic planning, research, development, testing, manufacturing or marketing activities and the furnishing thereof would, in the sole judgment of the Borrower reasonably exercised, adversely affect the competitive position of the Borrower. Each Lender and Issuing Bank agrees that all such information provided to such Lender or such Issuing Bank (or any officer or employee of such LenderLender or such Issuing Bank) is confidential and proprietary to the Borrower and that such Lender or such Issuing Bank will not disclose (other than to the directors, officers and employees of such Lender or such Issuing Bank who require such information in connection with such Lender's or such Issuing Bank's administration of this Agreement and who have been directed to treat such information as confidential and proprietary to the Borrower and other than to bank examiners with jurisdiction over such Lender or such Issuing Bank who request such information) any such information (excluding information which becomes (i) generally available to the public other than as a result of the disclosure thereof by such Lender or such Issuing Bank or its representatives in breach of this Section 9.09 or (ii) available to such Lender or such Issuing Bank on a non-confidential basis from a source other than the Borrower or the Subsidiaries or any of their respective directors, officers, employees, agents or representatives, provided such source is not known to such Lender or such Issuing Bank to be bound by a confidentiality agreement with the Borrower), except to the extent such Lender or such Issuing Bank is, in the opinion of legal counsel to such LenderLender or such Issuing Bank, required by law to disclose such information and then only after such Lender or such Issuing Bank shall have given the Borrower at least five (5) days' prior written notice of such required disclosure or, if such prior notice period is not available to such Lender under applicable law, such shorter notice period, if any, as shall in fact be available to such Lender or such Issuing Bank under applicable law.