Common use of Access; Reports; Confidentiality Clause in Contracts

Access; Reports; Confidentiality. (a) From the date hereof until the date following the Closing Date on which the Common Stock purchased pursuant to the Transaction Documents and held by CapGen represent less than 5% of the outstanding Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company and the Company Subsidiaries will permit CapGen and its Representatives to visit and inspect the properties of the Company and the Company Subsidiaries, and to examine the contracts and commitments, and corporate books and records of the Company and the Company Subsidiaries and discuss the affairs, finances and accounts of the Company and the Company Subsidiaries with the officers, employees and the other Representatives of the Company and the Company Subsidiaries, all upon reasonable notice and at such reasonable times and as often as CapGen may request. Any investigation pursuant to this Section 3.3 shall be conducted during normal business hours and in such a manner as not to interfere unreasonably with the conduct of the business of the Company or the Company Subsidiaries, and nothing herein shall require the Company or the Company Subsidiaries to disclose any information to the extent (1) prohibited by Law or (2) that the Company or the Company Subsidiaries reasonably believe such information to be competitively sensitive proprietary information (except to the extent CapGen provides assurances reasonably acceptable to Company or such Company Subsidiary, as applicable, that such information shall not be used by CapGen or its Affiliates to compete with the Company or such Company Subsidiary, as applicable); provided that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (1) and (2) of this Section 3.3(a) apply). (b) CapGen acknowledges that the information being provided to it in connection with the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, dated as of January 11, 2010, between CapGen and the Company (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference.

Access; Reports; Confidentiality. (a) From the date hereof May 23, 2010 until the date following the First Closing Date on which the Common Stock purchased pursuant to the Transaction Documents and held by CapGen the Anchor Investors represent less than 5% of the outstanding Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company and the Company Subsidiaries will permit CapGen and its Representatives the Anchor Investors and, at an Anchor Investor’s request, each Affiliate thereof that directly or indirectly has an interest in the Anchor Investor or the Company, whether or not such Person qualifies, or is intended to visit and inspect qualify, as a “venture capital operating company” as defined in the properties regulations (the “Plan Asset Regulations”) issued by the Department of Labor at Section 2510.3 101 of Part 2510 of Chapter XXV, Title 29 of the Company Code of Federal Regulations, as the same may be amended from time to time (a “VCOC”, and each such Person a “VCOC Rights Investor”), to have customary and appropriate VCOC rights (including consultation rights, inspection and access rights, and rights to receive materials for all meetings of the Board of Directors, and the right to 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 Company Subsidiariesor the Banks; provided that this section shall not entitle the Anchor Investor to designate any members of the Board of Directors or of the board of directors of the Banks. In addition to the rights described in the preceding sentence, and to examine the contracts and commitments, and corporate books and records of the Company and the Company Subsidiaries will permit each VCOC Rights Investor to have access and discuss inspection rights to any information required by it to comply with Section 3.4(a). The Company shall, and shall cause the affairsBanks to, finances and accounts consider in good faith the recommendations of any VCOC Rights Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company and or the Company Subsidiaries with the officersBanks, employees and the other Representatives of the Company and the Company Subsidiaries, all upon reasonable notice and at such reasonable times and as often as CapGen may requestapplicable. Any investigation consultation or inspection pursuant to this Section 3.3 shall be conducted during normal business hours and in such a manner as not to interfere unreasonably with the conduct of the business of the Company or the Company Subsidiaries, and nothing herein shall require the Company or the Company Subsidiaries to disclose any information to the extent (1) prohibited by Law or (2) that the Company or the Company Subsidiaries reasonably believe such information to be competitively sensitive proprietary information (except to the extent CapGen such Anchor Investor provides assurances reasonably acceptable to Company or such Company Subsidiary, as applicable, that such information shall not be used by CapGen such Anchor Investor or its Affiliates to compete with the Company or such Company Subsidiary, as applicable); provided that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (1) and (2) of this Section 3.3(a) apply). (b) CapGen The Carlyle Anchor Investor acknowledges that the information being provided to it in connection with the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, dated as of January 11February 3, 2010, between CapGen Carlyle Investment Management L.L.C. and the Company (the “Carlyle Confidentiality Agreement”), the terms of which are incorporated herein by reference. (c) The Anchorage Anchor Investor acknowledges that the information being provided to it in connection with the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, dated as of December 9, 2009, between the Anchorage Anchor Investor and the Company (the “Anchorage Confidentiality Agreement”, and together with the Carlyle Confidentiality Agreement, the “Confidentiality Agreements”), the terms of which are incorporated herein by reference.

Access; Reports; Confidentiality. (a) From the date hereof until the date following the Closing Date on which the Common Stock purchased pursuant to the Transaction Documents and held by CapGen the Anchor Investors represent less than 5% of the outstanding Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company and the Company Subsidiaries will permit CapGen the Anchor Investors and its their respective Representatives to visit and inspect the properties of the Company and the Company Subsidiaries, and to examine the contracts and commitments, and corporate books and records of the Company and the Company Subsidiaries and discuss the affairs, finances and accounts of the Company and the Company Subsidiaries with the officers, employees and the other Representatives of the Company and the Company Subsidiaries, all upon reasonable notice and at such reasonable times and as often as CapGen such Anchor Investor may request. Any investigation pursuant to this Section 3.3 shall be conducted during normal business hours and in such a manner as not to interfere unreasonably with the conduct of the business of the Company or the Company Subsidiaries, and nothing herein shall require the Company or the Company Subsidiaries to disclose any information to the extent (1) prohibited by Law or (2) that the Company or the Company Subsidiaries reasonably believe such information to be competitively sensitive proprietary information (except to the extent CapGen such Anchor Investor provides assurances reasonably acceptable to Company or such Company Subsidiary, as applicable, that such information shall not be used by CapGen such Anchor Investor or its Affiliates to compete with the Company or such Company Subsidiary, as applicable); provided that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (1) and (2) of this Section 3.3(a) apply). (b) CapGen The Carlyle Anchor Investor acknowledges that the information being provided to it in connection with the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, dated as of January 11February 3, 2010, between CapGen Carlyle Investment Management L.L.C. and the Company (the “Carlyle Confidentiality Agreement”), the terms of which are incorporated herein by reference. (c) The Anchorage Anchor Investor acknowledges that the information being provided to it in connection with the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, dated as of December 9, 2009, between the Anchorage Anchor Investor and the Company (the “Anchorage Confidentiality Agreement”, and together with the Carlyle Confidentiality Agreement, the “Confidentiality Agreements”), the terms of which are incorporated herein by reference.

Access; Reports; Confidentiality. (a) From the date hereof May 23, 2010 until the date following the First Closing Date on which the Common Stock purchased pursuant to the Transaction Documents and held by CapGen the Anchor Investors represent less than 5% of the outstanding Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company and the Company Subsidiaries will permit CapGen the Anchor Investors and its their respective Representatives to visit and inspect the properties of the Company and the Company Subsidiaries, and to examine the contracts and commitments, and corporate books and records of the Company and the Company Subsidiaries and discuss the affairs, finances and accounts of the Company and the Company Subsidiaries with the officers, employees and the other Representatives of the Company and the Company Subsidiaries, all upon reasonable notice and at such reasonable times and as often as CapGen such Anchor Investor may request. Any investigation pursuant to this Section 3.3 shall be conducted during normal business hours and in such a manner as not to interfere unreasonably with the conduct of the business of the Company or the Company Subsidiaries, and nothing herein shall require the Company or the Company Subsidiaries to disclose any information to the extent (1) prohibited by Law or (2) that the Company or the Company Subsidiaries reasonably believe such information to be competitively sensitive proprietary information (except to the extent CapGen such Anchor Investor provides assurances reasonably acceptable to Company or such Company Subsidiary, as applicable, that such information shall not be used by CapGen such Anchor Investor or its Affiliates to compete with the Company or such Company Subsidiary, as applicable); provided that the Company and the Company Subsidiaries shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in clauses (1) and (2) of this Section 3.3(a) apply). (b) CapGen The Carlyle Anchor Investor acknowledges that the information being provided to it in connection with the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, dated as of January 11February 3, 2010, between CapGen Carlyle Investment Management L.L.C. and the Company (the “Carlyle Confidentiality Agreement”), the terms of which are incorporated herein by reference. (c) The Anchorage Anchor Investor acknowledges that the information being provided to it in connection with the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, dated as of December 9, 2009, between the Anchorage Anchor Investor and the Company (the “Anchorage Confidentiality Agreement”, and together with the Carlyle Confidentiality Agreement, the “Confidentiality Agreements”), the terms of which are incorporated herein by reference.