Common use of Access, Information and Confidentiality Clause in Contracts

Access, Information and Confidentiality. (i) From the Signing Date until the date when the Investor owns an amount of Senior Subordinated Securities having an aggregate face value of less than 10% of the Purchase Price, the Credit Union will permit the Investor and its agents, consultants, contractors and advisors (x) acting through the Appropriate Supervisory Authority, or otherwise to the extent necessary to evaluate, manage, or transfer its investment in the Credit Union, to examine the Credit Union’s books, Tax returns (including all schedules and attached thereto) and other information reasonably requested by Investor relating to Taxes and make copies thereof and to discuss the affairs, finances and accounts of the Credit Union and the Credit Union Subsidiaries with the principal officers of the Credit Union, all upon reasonable notice and at such reasonable times and as often as the Investor may reasonably request and (y) to review any information material to the Investor’s investment in the Credit Union provided by the Credit Union to its Appropriate Supervisory Authority. Any investigation pursuant to this Section 4.1(c) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Credit Union, and nothing herein shall require the Credit Union or any Credit Union Subsidiary to disclose any information to the Investor to the extent (A) prohibited by applicable law or regulation, or (B) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Credit Union or any Credit Union Subsidiary is a party or would cause a risk of a loss of privilege to the Credit Union or any Credit Union Subsidiary (provided that the Credit Union shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (i) apply). (ii) From the Signing Date until the date on which all of the Senior Subordinated Securities have been redeemed in whole, the Credit Union will deliver, or will cause to be delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the Credit Union, and in any event within 90 days thereafter, a consolidated balance sheet of the Credit Union as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Credit Union for such year, in each case prepared in accordance with GAAP or RAP, as applicable, and setting forth in each case in comparative form the figures for the previous fiscal year of the Credit Union 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 Credit Union, a copy of any quarterly reports provided to Interest Holders of the Credit Union or Credit Union management by the Credit Union; (C) as soon as available after the Credit Union receives any assessment of the Credit Union’s internal controls, a copy of such assessment; (D) 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 Credit Union has utilized the funds the Credit Union received hereunder in connection with the sale of the Senior Subordinated Securities and the effects of such funds on the operations and status of the Credit Union; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Credit Union; and (F) at the same time as such items are sent to all Members of the Credit Union, copies of any information or documents, excluding any general solicitations or advertisements for services and products, sent by the Credit Union to its Members. (iii) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in confidence all non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Credit Union furnished or made available to it by the Credit Union or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (A) previously known by such party on a non-confidential basis, (B) in the public domain through no fault of such party or (C) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent 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 an exception from a Freedom of Information Act request. (iv) The Investor’s information rights pursuant to Section 4.1(c)(ii)(A), (B), (C), (E) and (F) and the Investor’s right to receive certifications from the Credit Union pursuant to Section 4.1(d)(ii) may be assigned by the Investor to a transferee or assignee of the Senior Subordinated Securities with a face value of no less than an amount equal to 2% of the Purchase Price. (v) From the Signing Date until the date when the Investor no longer owns any Senior Subordinated Securities, the Credit Union shall permit, and shall cause each of the Credit Union’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors and advisors, (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 Credit Union as to information that should be afforded confidentiality, as appropriate. (vi) 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.

Access, Information and Confidentiality. (i) From the Signing Date until the date when the Investor owns an amount of CDCI Senior Subordinated Securities having an aggregate face value of less than 10% of the Purchase Priceaggregate face value of the CDCI Senior Subordinated Securities as of the Closing Date, the Credit Union Company will permit the Investor and its agents, consultants, contractors and advisors (x) acting through the Appropriate Supervisory AuthorityFederal Banking Agency, or otherwise to the extent necessary to evaluate, manage, or transfer its investment in the Credit UnionCompany, to examine the Credit UnionCompany’s books, Tax returns (including all schedules and attached thereto) and other information reasonably requested by Investor relating to Taxes and make copies thereof and to discuss the affairs, finances and accounts of the Credit Union Company and the Credit Union Company Subsidiaries with the principal officers of the Credit UnionCompany, all upon reasonable notice and at such reasonable times and as often as the Investor may reasonably request and (y) to review any information material to the Investor’s investment in the Credit Union Company provided by the Credit Union Company to its Appropriate Supervisory AuthorityFederal Banking Agency. Any investigation pursuant to this Section 4.1(c) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Credit UnionCompany, and nothing herein shall require the Credit Union Company or any Credit Union Company Subsidiary to disclose any information to the Investor to the extent (A) prohibited by applicable law or regulation, regulation or (B) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Credit Union Company or any Credit Union Company Subsidiary is a party or would cause a risk of a loss of privilege to the Credit Union Company or any Credit Union Company Subsidiary (provided that the Credit Union Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (i) apply). (ii) From the Signing Date until the date on which all of the CDCI Senior Subordinated Securities have been redeemed in whole, the Credit Union Company will deliver, or will cause to be delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the Credit UnionCompany, and in any event within 90 days thereafter, a consolidated balance sheet of the Credit Union Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Credit Union Company for such year, in each case prepared in accordance with GAAP or RAP, as applicable, and setting forth in each case in comparative form the figures for the previous fiscal year of the Credit Union 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 Credit UnionCompany, a copy of any quarterly reports provided to Interest Holders other stockholders of the Credit Union Company or Credit Union Company management by the Credit UnionCompany; (C) as soon as available after the Credit Union Company receives any assessment of the Credit UnionCompany’s internal controls, a copy of such assessment; (D) 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 Credit Union Company has utilized the funds the Credit Union Company received hereunder in connection with the sale of the CPP Senior Subordinated Securities and the effects of such funds on the operations and status of the Credit UnionCompany; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Credit UnionCompany; and (F) at the same time as such items are sent to all Members any shareholders of the Credit UnionCompany, copies of any information or documents, excluding any general solicitations or advertisements for services and products, documents sent by the Credit Union Company to its Membersshareholders. (iii) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors advisors, and United States executive branch officials and employees, to hold, in confidence all non-non- public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Credit Union Company furnished or made available to it by the Credit Union Company or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (A) previously known by such party on a non-confidential basis, (B) in the public domain through no fault of such party or (C) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent 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 an exception from a Freedom of Information Act request. (iv) The Investor’s information rights pursuant to Section 4.1(c)(ii)(A), (B), (C), (E) and (F) and the Investor’s right to receive certifications from the Credit Union Company pursuant to Section 4.1(d)(ii) may be assigned by the Investor to a transferee or assignee of the CDCI Senior Subordinated Securities with a face value of no less than an amount equal to 2% of the Purchase Priceinitial face value of the CDCI Senior Subordinated Securities. (v) From the Signing Date until the date when the Investor no longer owns any CDCI Senior Subordinated Securities, the Credit Union Company shall permit, and shall cause each of the Credit UnionCompany’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors and advisors, (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, 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 Credit Union Company as to information that should be afforded confidentiality, as appropriate. (vi) 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.

Access, Information and Confidentiality. (ia) From the Signing Date date hereof, until the date when the Investor owns an amount of Senior Subordinated Securities having an aggregate face value of Purchaser Beneficially Owns less than 10the greater of (A) 5% or more of outstanding Common Stock, or (B) the percentage of outstanding Common Stock calculated by dividing (x) 40% of the Purchase Pricenumber of shares of Common Stock purchased by Purchaser pursuant to this Agreement, by (y) the outstanding Common Stock (in each case, counting as shares of Common Stock owned by Purchaser, all shares of Common Stock into which the Convertible Preferred Stock owned by Purchaser are convertible and as adjusted from time to time for any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), (1) once per calendar quarter the Company will permit Purchaser to visit and inspect, at Purchaser’s expense, the Credit Union will permit properties of the Investor Company and its agents, consultants, contractors and advisors (x) acting through the Appropriate Supervisory Authority, or otherwise to the extent necessary to evaluate, manage, or transfer its investment in the Credit UnionCompany Subsidiaries, to examine the Credit Union’s books, Tax returns (including all schedules and attached thereto) and other information reasonably requested by Investor relating to Taxes and make copies thereof corporate books and to discuss the affairs, finances and accounts of the Credit Union Company and the Credit Union Company Subsidiaries with the principal officers of the Credit UnionCompany, all upon reasonable notice and at such reasonable times and as often as the Investor Purchaser may reasonably request request, and (y2) once per calendar quarter make appropriate officers and directors of the Company, and Company Subsidiaries, available periodically and at such times as reasonably requested by Purchaser for consultation with Purchaser or its designated representative with respect to review any information material matters relating to the Investor’s investment in business and affairs of the Credit Union provided by the Credit Union to its Appropriate Supervisory AuthorityCompany and Company Subsidiaries. Any investigation pursuant to this Section 4.1(c3.2(a) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Credit UnionCompany, and nothing herein shall require the Credit Union Company or any Credit Union Company Subsidiary to disclose any information to the Investor to the extent (Ax) prohibited by applicable law or regulation, (y) that the Company reasonably believes such information to be competitively sensitive proprietary information (except to the extent Purchaser provides assurances reasonably acceptable to the Company that such information shall not be used by Purchaser or its Affiliates to compete with the Company and Company Subsidiaries), or (Bz) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Credit Union Company or any Credit Union Company Subsidiary is a party or would cause a risk of a loss of privilege to the Credit Union Company or any Credit Union Company Subsidiary (provided that the Credit Union Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (iz) apply). In the event, and to the extent, that, as a result of any change in applicable law or regulation or a judicial or administrative interpretation of applicable law or regulation, it is reasonably determined that the rights afforded pursuant to this Section 3.2(a) are not sufficient for purposes of the Department of Labor’s “plan assets” regulations, to the extent such plan assets regulation applies to the investment in the Securities, Purchaser and the Company shall cooperate in good faith to agree upon mutually satisfactory management access and information rights which satisfy such regulations. (iib) From the Signing Date until the date on which all of the Senior Subordinated Securities have been redeemed in whole, the Credit Union Each party hereto will deliver, or will cause to be delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the Credit Union, and in any event within 90 days thereafter, a consolidated balance sheet of the Credit Union as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Credit Union for such year, in each case prepared in accordance with GAAP or RAP, as applicable, and setting forth in each case in comparative form the figures for the previous fiscal year of the Credit Union 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 Credit Union, a copy of any quarterly reports provided to Interest Holders of the Credit Union or Credit Union management by the Credit Union; (C) as soon as available after the Credit Union receives any assessment of the Credit Union’s internal controls, a copy of such assessment; (D) 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 Credit Union has utilized the funds the Credit Union received hereunder in connection with the sale of the Senior Subordinated Securities and the effects of such funds on the operations and status of the Credit Union; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Credit Union; and (F) at the same time as such items are sent to all Members of the Credit Union, copies of any information or documents, excluding any general solicitations or advertisements for services and products, sent by the Credit Union to its Members. (iii) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its respective Affiliates and its and their respective directors, officers, employees, agents, consultants, contractors consultants and advisors and United States executive branch officials and employees, to hold, in confidence strict confidence, unless disclosure to a regulatory authority is necessary in connection with any necessary regulatory approval, examination or inspection or unless disclosure is required by judicial or administrative process or, by other requirement of law or the applicable requirements of any regulatory agency or relevant stock exchange (in which case, the party disclosing such information shall provide the other party with prior written notice of such permitted disclosure), all non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Credit Union other party hereto furnished or made available to it by the Credit Union or on behalf of such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (A1) previously known by such party on a non-confidential basis, (B2) in the public domain publicly available through no fault of such party or (C3) later lawfully acquired from other sources by the such party), and neither party hereto shall release or disclose such Information to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent 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 an exception from a Freedom of Information Act request. (iv) The Investor’s information rights pursuant to Section 4.1(c)(ii)(A)person, (B)except its auditors, (C)attorneys, (E) and (F) and the Investor’s right to receive certifications from the Credit Union pursuant to Section 4.1(d)(ii) may be assigned by the Investor to a transferee or assignee of the Senior Subordinated Securities with a face value of no less than an amount equal to 2% of the Purchase Price. (v) From the Signing Date until the date when the Investor no longer owns any Senior Subordinated Securitiesfinancial advisors, the Credit Union shall permit, and shall cause each of the Credit Union’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors other consultants and advisors, (B) provided, however, that Purchaser shall be permitted to disclose Information to any of its limited partners who are subject to obligations to keep such Information confidential in accordance with this Section 3.2. This Section 3.2 will supersede the Special Inspector General Non-Disclosure Agreement previously entered into between the Company and Purchaser and, upon execution of this Agreement by 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)parties, the Special Inspector General of Non-Disclosure Agreement previously entered into between the Troubled Asset Relief Program Company and the Comptroller General of the United States shall Purchaser will 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 Credit Union as to information that should be afforded confidentiality, as appropriateno further force or effect. (vi) 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.

Access, Information and Confidentiality. (i) From the Signing Date until the date when the Investor owns an amount of Senior Subordinated Securities having an aggregate face value of less than 10% of the Purchase Price, the Credit Union Company will permit the Investor and its agents, consultants, contractors and advisors (x) acting through the Appropriate Supervisory AuthorityFederal Banking Agency, or otherwise to the extent necessary to evaluate, manage, or transfer its investment in the Credit UnionCompany, to examine the Credit UnionCompany’s books, Tax returns Returns (including all schedules and attached thereto) and other information reasonably requested by Investor relating to Taxes and make copies thereof and to discuss the affairs, finances and accounts of the Credit Union Company and the Credit Union Company Subsidiaries with the principal officers of the Credit UnionCompany, all upon reasonable notice and at such reasonable times and as often as the Investor may reasonably request and (y) to review any information material to the Investor’s investment in the Credit Union Company provided by the Credit Union Company to its Appropriate Supervisory AuthorityFederal Banking Agency. Any investigation pursuant to this Section 4.1(c4.1(d) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Credit UnionCompany, and nothing herein shall require the Credit Union Company or any Credit Union Company Subsidiary to disclose any information to the Investor to the extent (A) prohibited by applicable law or regulation, regulation or (B) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Credit Union Company or any Credit Union Company Subsidiary is a party or would cause a risk of a loss of privilege to the Credit Union Company or any Credit Union Company Subsidiary (provided that the Credit Union Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (i) apply). (ii) From the Signing Date until the date on which all of the Senior Subordinated Securities have been redeemed in whole, the Credit Union Company will deliver, or will cause to be delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the Credit UnionCompany, and in any event within 90 days thereafter, a consolidated balance sheet of the Credit Union Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Credit Union Company for such year, in each case prepared in accordance with GAAP or RAP, as applicable, and setting forth in each case in comparative form the figures for the previous fiscal year of the Credit Union Company, and which shall be audited to the extent audited financial statements are availableavailable1; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Credit UnionCompany, a copy of any quarterly reports provided to Interest Holders other shareholders of the Credit Union Company or Credit Union Company management by the Credit UnionCompany; (C) as soon as available after the Credit Union Company receives any assessment of the Credit UnionCompany’s internal controls, a copy of such assessment; (D) 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 Credit Union Company has utilized the funds the Credit Union Company received hereunder in 1 To the extent that the Company informed the Investor on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Investor may consider other annual financial reporting packages acceptable to it in its sole discretion. connection with the sale of the Senior Subordinated Securities and the effects of such funds on the operations and status of the Credit UnionCompany; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Credit UnionCompany; and (F) at the same time as such items are sent to all Members any stockholders of the Credit UnionCompany, copies of any information or documents, excluding any general solicitations or advertisements for services and products, documents sent by the Credit Union Company to its Membersstockholders. (iii) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in confidence all non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Credit Union Company furnished or made available to it by the Credit Union Company or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been been (Ai) previously known by such party on a non-confidential basis, (Bii) in the public domain through no fault of such party or (Ciii) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent 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 an exception from a Freedom of Information Act request. (iv) The Investor’s information rights pursuant to Section 4.1(c)(ii)(A4.1(d)(ii)(A), (B), (C), (E) and (F) and the Investor’s right to receive certifications from the Credit Union Company pursuant to Section 4.1(d)(ii4.1(e)(ii) may be assigned by the Investor to a transferee or assignee of the Senior Subordinated Securities with a face value of no less than an amount equal to 2% of the Purchase Price. (v) From the Signing Date until the date when the Investor no longer owns any Senior Subordinated Securities, the Credit Union Company shall permit, and shall cause each of the Credit UnionCompany’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors and advisorsadvisors and United States executive branch officials and employees, (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, 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 Credit Union Company as to information that should be afforded confidentiality, as appropriate. (vi) 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.

Access, Information and Confidentiality. (i) From the Signing Date until the date when the Investor owns an amount of Senior Subordinated Securities having an aggregate face value of less than 10% of the Purchase Price, the Credit Union Company will permit the Investor and its agents, consultants, contractors and advisors (x) acting through the Appropriate Supervisory AuthorityFederal Banking Agency, or otherwise to the extent necessary to evaluate, manage, or transfer its investment in the Credit UnionCompany, to examine the Credit UnionCompany’s books, Tax returns Returns (including all schedules and attached thereto) and other information reasonably requested by Investor relating to Taxes and make copies thereof and to discuss the affairs, finances and accounts of the Credit Union Company and the Credit Union Company Subsidiaries with the principal officers of the Credit UnionCompany, all upon reasonable notice and at such reasonable times and as often as the Investor may reasonably request and (y) to review any information material to the Investor’s investment in the Credit Union Company provided by the Credit Union Company to its Appropriate Supervisory AuthorityFederal Banking Agency. Any investigation pursuant to this Section 4.1(c4.1(d) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Credit UnionCompany, and nothing herein shall require the Credit Union Company or any Credit Union Company Subsidiary to disclose any information to the Investor to the extent (A) prohibited by applicable law or regulation, regulation or (B) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Credit Union Company or any Credit Union Company Subsidiary is a party or would cause a risk of a loss of privilege to the Credit Union Company or any Credit Union Company Subsidiary (provided that the Credit Union Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (i) apply). (ii) From the Signing Date until the date on which all of the Senior Subordinated Securities have been redeemed in whole, the Credit Union Company will deliver, or will cause to be delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the Credit UnionCompany, and in any event within 90 days thereafter, a consolidated balance sheet of the Credit Union Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Credit Union Company for such year, in each case prepared in accordance with GAAP or RAP, as applicable, and setting forth in each case in comparative form the figures for the previous fiscal year of the Credit Union Company, and which shall be audited to the extent audited financial statements are availableavailable1; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Credit UnionCompany, a copy of any quarterly reports provided to Interest Holders other shareholders of the Credit Union Company or Credit Union Company management by the Credit UnionCompany; (C) as soon as available after the Credit Union Company receives any assessment of the Credit UnionCompany’s internal controls, a copy of such assessment; (D) 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 Credit Union Company has utilized the funds the Credit Union Company received hereunder in connection with the sale of the Senior Subordinated Securities and the effects of such funds on the operations and status of the Credit UnionCompany; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Credit UnionCompany; and (F) at the same time as such items are sent to all Members any stockholders of the Credit UnionCompany, copies of any information or documents, excluding any general solicitations or advertisements for services and products, documents sent by the Credit Union Company to its Membersstockholders. (iii) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in confidence all non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Credit Union Company furnished or made available to it by the Credit Union Company or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been been (Ai) previously known by such party on a non-confidential basis, (Bii) in the public domain through no fault of such party or (Ciii) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent 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 an exception from a Freedom of Information Act request. (iv) The Investor’s information rights pursuant to Section 4.1(c)(ii)(A4.1(d)(ii)(A), (B), (C), (E) and (F) and the Investor’s right to receive certifications from the Credit Union Company pursuant to Section 4.1(d)(ii4.1(e)(ii) may be assigned by the Investor to a transferee or assignee 1 To the extent that the Company informed the Investor on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Investor may consider other annual financial reporting packages acceptable to it in its sole discretion. of the Senior Subordinated Securities with a face value of no less than an amount equal to 2% of the Purchase Price. (v) From the Signing Date until the date when the Investor no longer owns any Senior Subordinated Securities, the Credit Union Company shall permit, and shall cause each of the Credit UnionCompany’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors and advisorsadvisors and United States executive branch officials and employees, (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, 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 Credit Union Company as to information that should be afforded confidentiality, as appropriate. (vi) 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.

Access, Information and Confidentiality. (i) From the Signing Date until the date when the Investor owns an amount of Senior Subordinated Securities having an aggregate face value of less than 10% of the Purchase Price, the Credit Union Bank will permit the Investor and its agents, consultants, contractors and advisors (x) acting through the Appropriate Supervisory AuthorityFederal Banking Agency, or otherwise to the extent necessary to evaluate, manage, manage or transfer its investment in the Credit UnionBank, to examine the Credit UnionBank’s books, Tax returns (including all schedules and attached thereto) and other information reasonably requested by Investor relating to Taxes and make copies thereof and to discuss the affairs, finances and accounts of the Credit Union Bank and the Credit Union Bank Subsidiaries with the principal officers of the Credit UnionBank, all upon reasonable notice and at such reasonable times and as often as the Investor may reasonably request and (y) to review any information material to the Investor’s investment in the Credit Union Bank provided by the Credit Union Bank to its Appropriate Supervisory AuthorityFederal Banking Agency. Any investigation pursuant to this Section 4.1(c) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Credit UnionBank, and nothing herein shall require the Credit Union Bank or any Credit Union Bank Subsidiary to disclose any information to the Investor to the extent (A) prohibited by applicable law or regulation, regulation or (B) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Credit Union Bank or any Credit Union Bank Subsidiary is a party or would cause a risk of a loss of privilege to the Credit Union Bank or any Credit Union Bank Subsidiary (provided that the Credit Union Bank shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (i) apply). (ii) From the Signing Date until the date on which all of the Senior Subordinated Securities have been redeemed in whole, the Credit Union Bank will deliver, or will cause to be delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the Credit UnionBank, and in any event within 90 days thereafter, a consolidated balance sheet of the Credit Union Bank as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Credit Union Bank for such year, in each case prepared in accordance with GAAP or RAP, as applicable, and setting forth in each case in comparative form the figures for the previous fiscal year of the Credit Union Bank, and which shall be audited to the extent audited financial statements are availableavailable1; (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Credit UnionBank, a copy of any quarterly reports provided to Interest Holders of the Credit Union Bank or Credit Union management by the Credit UnionBank management; (C) as soon as available after the Credit Union Bank receives any assessment of the Credit UnionBank’s internal controls, a copy of such assessment; (D) 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 Credit Union Bank has utilized the funds the Credit Union Bank received hereunder in connection with the sale of the Senior Subordinated Securities and the effects of such funds on the operations and status of the Credit Union;Bank; 1 To the extent that the Bank informed the Investor on the Signing Date that it does not prepare financial statements in accordance with GAAP in the ordinary course, the Investor 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 Credit UnionBank; and (F) at the same time as such items are sent to all Members of the Credit UnionBank, copies of any information or documents, excluding any general solicitations or advertisements for services and products, sent by the Credit Union Bank to its Members. (iii) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in confidence all non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Credit Union Bank furnished or made available to it by the Credit Union Bank or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (Ai) previously known by such party on a non-confidential basis, (Bii) in the public domain through no fault of such party or (Ciii) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent 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 an exception from a Freedom of Information Act request. (iv) The Investor’s information rights pursuant to Section 4.1(c)(ii)(A), (B), (C), (E) and (F) and the Investor’s right to receive certifications from the Credit Union Bank pursuant to Section 4.1(d)(ii) may be assigned by the Investor to a transferee or assignee of the Senior Subordinated Securities with a face value of no less than an amount equal to 2% of the Purchase Price. (v) From the Signing Date until the date when the Investor no longer owns any Senior Subordinated Securities, the Credit Union Bank shall permit, and shall cause each of the Credit UnionBank’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors and advisors, (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, 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 Credit Union Bank as to information that should be afforded confidentiality, as appropriate. (vi) 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.

Access, Information and Confidentiality. (i) From the Signing Date until the date when the Investor owns an amount of Senior Subordinated Securities Preferred Shares having an aggregate face liquidation value of less than 10% of the Purchase Price, the Credit Union Company will permit the Investor and its agents, consultants, contractors and advisors (x) acting through the Appropriate Supervisory AuthorityFederal Banking Agency, or otherwise to the extent necessary to evaluate, manage, or transfer its investment in the Credit UnionCompany, to examine the Credit Union’s corporate books, Tax returns (including all schedules and attached attachments thereto) and other information reasonably requested by Investor relating to Taxes and make copies thereof and to discuss the affairs, finances and accounts of the Credit Union Company and the Credit Union Company Subsidiaries with the principal officers of the Credit UnionCompany, all upon reasonable notice and at such reasonable times and as often as the Investor may reasonably request and (y) to review any information material to the Investor’s investment in the Credit Union Company provided by the Credit Union Company to its Appropriate Supervisory AuthorityFederal Banking Agency. Any investigation pursuant to this Section 4.1(c) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Credit UnionCompany, and nothing herein shall require the Credit Union Company or any Credit Union Company Subsidiary to disclose any information to the Investor to the extent (A) prohibited by applicable law or regulation, or (B) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Credit Union Company or any Credit Union Company Subsidiary is a party or would cause a risk of a loss of privilege to the Credit Union Company or any Credit Union Company Subsidiary (provided that the Credit Union Company shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (i) apply). (ii) From the Signing Date until the date on which all of the Senior Subordinated Securities Preferred Shares have been redeemed in whole, the Credit Union Company will deliver, or will cause to be delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the Credit UnionCompany, and in any event within 90 days thereafter, a consolidated balance sheet of the Credit Union Company as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Credit Union Company for such year, in each case prepared in accordance with GAAP or RAP, as applicable, and setting forth in each case in comparative form the figures for the previous fiscal year of the Credit Union 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 Credit UnionCompany, a copy of any quarterly reports provided to Interest Holders other stockholders of the Credit Union Company or Credit Union Company management by the Credit UnionCompany; (C) as soon as available after the Credit Union Company receives any assessment of the Credit UnionCompany’s internal controls, a copy of such assessment; (D) 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 Credit Union Company has utilized the funds the Credit Union Company received hereunder in connection with the sale of the Senior Subordinated Securities Preferred Shares and the effects of such funds on the operations and status of the Credit UnionCompany; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Credit UnionCompany; and (F) at the same time as such items are sent to all Members any stockholders of the Credit UnionCompany, copies of any information or documents, excluding any general solicitations or advertisements for services and products, documents sent by the Credit Union Company to its Membersstockholders. (iii) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in confidence all non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Credit Union Company furnished or made available to it by the Credit Union Company or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (Ai) previously known by such party on a non-confidential basis, (Bii) in the public domain through no fault of such party or (Ciii) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent 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 an exception from a Freedom of Information Act request. (iv) The Investor’s information rights pursuant to Section 4.1(c)(ii)(A), (B), (C), (E) and (F) and the Investor’s right to receive certifications from the Credit Union Company pursuant to Section 4.1(d)(ii) may be assigned by the Investor to a transferee or assignee of the Senior Subordinated Securities Preferred Shares with a face value liquidation preference of no less than an amount equal to 2% of the Purchase Priceinitial aggregate liquidation preference of the Preferred Shares. (v) From the Signing Date until the date when the Investor no longer owns any Senior Subordinated SecuritiesPreferred Shares, the Credit Union Company shall permit, and shall cause each of the Credit UnionCompany’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors and advisors, (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, 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 Credit Union Company as to information that should be afforded confidentiality, as appropriate. (vi) 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.

Access, Information and Confidentiality. (i) From the Signing Date until the date when the Investor owns an amount of CDCI Senior Subordinated Securities having an aggregate face value of less than 10% of the Purchase Priceaggregate face value of the CDCI Senior Subordinated Securities as of the Closing Date, the Credit Union Bank will permit the Investor and its agents, consultants, contractors and advisors (x) acting through the Appropriate Supervisory AuthorityFederal Banking Agency, or otherwise to the extent necessary to evaluate, manage, or transfer its investment in the Credit UnionBank, to examine the Credit UnionBank’s books, Tax returns (including all schedules and attached thereto) and other information reasonably requested by Investor relating to Taxes and make copies thereof and to discuss the affairs, finances and accounts of the Credit Union Bank and the Credit Union Bank Subsidiaries with the principal officers of the Credit UnionBank, all upon reasonable notice and at such reasonable times and as often as the Investor may reasonably request and (y) to review any information material to the Investor’s investment in the Credit Union Bank provided by the Credit Union Bank to its Appropriate Supervisory AuthorityFederal Banking Agency. Any investigation pursuant to this Section 4.1(c) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Credit UnionBank, and nothing herein shall require the Credit Union Bank or any Credit Union Bank Subsidiary to disclose any information to the Investor to the extent (A) prohibited by applicable law or regulation, regulation or (B) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Credit Union Bank or any Credit Union Bank Subsidiary is a party or would cause a risk of a loss of privilege to the Credit Union Bank or any Credit Union Bank Subsidiary (provided that the Credit Union Bank shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (i) apply). (ii) From the Signing Date until the date on which all of the CDCI Senior Subordinated Securities have been redeemed in whole, the Credit Union Bank will deliver, or will cause to be delivered, to the Investor: (A) as soon as available after the end of each fiscal year of the Credit UnionBank, and in any event within 90 days thereafter, a consolidated balance sheet of the Credit Union Bank as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Credit Union Bank for such year, in each case prepared in accordance with GAAP or RAP, as applicable, and setting forth in each case in comparative form the figures for the previous fiscal year of the Credit Union Bank, 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 Credit UnionBank, a copy of any quarterly reports provided to Interest Holders other stockholders of the Credit Union Bank or Credit Union Bank management by the Credit UnionBank; (C) as soon as available after the Credit Union Bank receives any assessment of the Credit UnionBank’s internal controls, a copy of such assessment; (D) 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 Credit Union Bank has utilized the funds the Credit Union Bank received hereunder in connection with the sale of the CPP Senior Subordinated Securities and the effects of such funds on the operations and status of the Credit UnionBank; (E) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Credit UnionBank; and (F) at the same time as such items are sent to all Members of the Credit UnionBank, copies of any information or documents, excluding any general solicitations or advertisements for services and products, sent by the Credit Union Bank to its Members. (iii) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors advisors, and United States executive branch officials and employees, to hold, in confidence all non-non- public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Credit Union Bank furnished or made available to it by the Credit Union Bank or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (A) previously known by such party on a non-confidential basis, (B) in the public domain through no fault of such party or (C) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent 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 an exception from a Freedom of Information Act request. (iv) The Investor’s information rights pursuant to Section 4.1(c)(ii)(A), (B), (C), (E) and (F) and the Investor’s right to receive certifications from the Credit Union Bank pursuant to Section 4.1(d)(ii) may be assigned by the Investor to a transferee or assignee of the CDCI Senior Subordinated Securities with a face value of no less than an amount equal to 2% of the Purchase Priceinitial face value of the CDCI Senior Subordinated Securities. (v) From the Signing Date until the date when the Investor no longer owns any CDCI Senior Subordinated Securities, the Credit Union Bank shall permit, and shall cause each of the Credit UnionBank’s Subsidiaries to permit (A) the Investor and its agents, consultants, contractors and advisors, (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, 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 Credit Union Bank as to information that should be afforded confidentiality, as appropriate. (vi) 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.