Common use of Access to Information Clause in Contracts

Access to Information. Company shall afford to each of Childs, Acquiror Parent and Acquiror and their accountants, counsel, financial advisors, financing sources and other representatives (the "Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed.

Access to Information. Company (a) Upon prior notice, Sellers shall afford to each of ChildsBuyer and its officers, Acquiror Parent and Acquiror and their employees, agents, accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full reasonable access during normal business hours throughout following the period prior Closing to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy all of each reportSellers’ records concerning Company and Subsidiaries, schedule including the relevant books and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its businessrecords, operations, properties, financial condition, or results of operations and (ii) such other information concerning any the business, properties and personnel (subject to restrictions imposed by applicable law) of the foregoing Company as Childs, Acquiror Parent and Acquiror shall Buyer may reasonably request; provided. Sellers agree to provide to Buyer and its accountants, however, that no counsel and other representatives copies of financial statements (including all Tax Returns for all periods ending on or prior to the Closing Date and supporting documentation) of Company and Subsidiaries promptly upon request. No information or knowledge obtained in any investigation pursuant to this Section 6.5 shall affect or be deemed to modify any representations or warranties made herein or the conditions to the obligations of the respective parties Parties to consummate the transactions contemplated hereby. Childshereby in accordance with the terms and provisions hereof. (b) Sellers shall, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror the extent Buyer may reasonably request in connection with any filing requirements under United States securities laws: (i) reasonably cooperate in the transactions contemplated by this Agreementpreparation of any such filing, except at Buyer’s sole expense, (ii) furnish historical financial statements and other financial information regarding Company and Subsidiaries and (iii) make personnel of Sellers reasonably available to assist in the preparation of such filings. Sellers acknowledge that Childs, Acquiror Parent Buyer will use and Acquiror may disclose such financial statements and information as may be necessary concerning Company and Subsidiaries in connection the course of filing such information with seeking the United States Securities and Exchange Commission and, on behalf of Sellers only, consent to such use and disclosure. (c) Without limiting the rights and obligations of the Parties under Section 9 hereof, upon prior notice, Buyer and Company shall afford Sellers and their respective officers, employees, agents, accountants, counsel and other representatives reasonable access during normal business hours following the Closing to (i) all Governmental Authorizations of Company’s records concerning Company and any required approval of Childs' limited partnersSubsidiaries, including the relevant books and records, and Childs(ii) other information concerning the business, Acquiror Parent properties and Acquiror personnel (subject to restrictions imposed by applicable law) of Company as Sellers may disclose any information that is required by Applicable Law reasonably request for purposes of enabling Sellers to be disclosedprepare Sellers’ respective financial books and records and meet their respective reporting obligations insofar as they pertain to Sellers’ ownership of the Company Shares prior to the Closing and to exercise their rights under the Transaction Documents.

Access to Information. Company (a) From the date hereof until the Closing Date, upon reasonable prior notice, the Parent shall, and shall afford to cause each of Childsthe Company and the Transferred Subsidiaries and use commercially reasonable efforts to cause each such Person’s respective Representatives to, Acquiror Parent and (x) afford the Acquiror and their accountantsthe Representatives of the Acquiror reasonable access, counsel, financial advisors, financing sources and other representatives (the "Representatives") full access during normal business hours throughout the period prior hours, to the Effective Time to all of its and its Subsidiaries offices, properties, books, contractsdata, commitments files, information and records of the Company and the Transferred Subsidiaries and the Business, (including Tax Returnsy) and, during furnish to the Representatives of the Acquiror such period, shall furnish promptly (i) a copy of each report, schedule additional financial data and other document filed or received by it pursuant information regarding the Company and the Transferred Subsidiaries and the Business as the Acquiror may from time to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority time reasonably request in connection with the consummation of the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations hereby and (iiz) such other information concerning any make reasonably available to the Representatives of the foregoing as Childs, Acquiror the employees of the Parent and its Affiliates in respect of the Company and the Transferred Subsidiaries, the Business and the businesses conducted by them whose assistance and expertise is necessary to assist the Acquiror shall reasonably requestin connection with the Acquiror’s preparation to integrate the Company, the Transferred Subsidiaries and their businesses and personnel into the Acquiror’s organization following the Closing; provided, however, that no investigation pursuant to this Section the reasonableness of such access and requests shall affect any representations or warranties made herein or be determined by taking into account, among other considerations, the conditions to the obligations competitive positions of the respective parties to consummate and the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with sensitive nature of the transactions contemplated by this Agreement; provided, except further, that Childsnothing herein shall require either the Parent, the Company or any of the Transferred Subsidiaries, or any such Person’s respective Representatives, to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would (1) cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, would constitute a violation of applicable Law or obligations to customers, so long as the Parent, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or (2) would involve any environmental sampling or invasive testing; provided, further, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants; and provided, further, that notwithstanding anything to the contrary contained herein, neither the Parent nor any of its Affiliates shall be required to disclose to the Acquiror or any Representative of the Acquiror any consolidated, combined, affiliated or unitary Tax Return which includes the Parent or any of its Affiliates or any tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Company or any of the Transferred Subsidiaries. If so reasonably requested by the Acquiror or the Parent, the Acquiror and the Parent shall, and shall cause their respective Affiliates (as applicable) to, enter into a customary joint defense agreement with any one or more of the Acquiror, the Parent, the Company and the Transferred Subsidiaries, as applicable, with respect to any information to be provided to the Acquiror pursuant to this Section 5.03(a). The Acquiror shall reimburse the Parent promptly for any reasonable third party out-of-pocket expenses incurred by the Parent and its Affiliates in complying with any request by or on behalf of the Acquiror may disclose such information as may be necessary or any of its Affiliates in connection with seeking all Governmental Authorizations this Section 5.03(a). The Acquiror shall indemnify and any required approval of Childs' limited partners, and Childs, Acquiror hold harmless the Parent and Acquiror its Affiliates from and against any Losses that may disclose be incurred by any of them arising out of or related to the Acquiror’s or its Representatives’ use, storage or handling of (A) any personally identifiable information relating to employees, Producers, policyholders or customers of the Company or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such Losses are the result of the Acquiror’s actions or omissions. (b) In addition to the provisions of Section 5.04, from and after the Closing Date, in connection with (i) the preparation of financial statements required by Applicable Law to be disclosed.prepared under applicable Law or stock exchange rules or for other bona fide reporting purposes, (ii) the preparation of filings and submissions to any Governmental Authority, (iii) the preparation of Tax Returns or other documents related to Tax matters, (iv) the conduct of any litigation, (v) any applicable Governmental Orders, (vi) the enforcement of any right or remedy relating to any of the Transaction Agreements or (vii) compliance with applicable Law, upon reasonable prior notice, the Acquiror shall, and shall cause the Company and the Transferred Subsidiaries and their respective Affiliates and Representatives to, (A) afford the Parent and its Affiliates and their respective Representatives reasonable access, during normal business hours, to the offices, properties, books, data, files, information and records of the Acquiror and its Affiliates in respect of the Company and the Transferred Subsidiaries and the Businesses (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), (B) furnish to the Parent and its Affiliates and their respective Representatives such additional financial data and other information regarding the Company and the Transferred Subsidiaries and the Businesses as the Parent and its Affiliates or their respective Representatives may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (C) other than for proceedings between the Acquiror and its Affiliates, on the one hand, and the Parent and its Affiliates, on the other hand, use reasonable efforts to make available to the Parent and its Affiliates and their respective Representatives the employees of the Acquiror and its Affiliates in respect of the Company and the Transferred Subsidiaries and the businesses conducted by them whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Parent or its Affiliates or their respective Representatives in connection with the Parent’s, such Affiliates’ or such Representatives’ inquiries for any of the purposes referred to in this Section 5.03(b), including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that absent a demonstrable need for data and information related to periods subsequent to the Closing, the rights of access of the Representatives of the Parent pursuant to clauses (A) through (C) above shall be limited to books, data, files, information and records related to periods ended at or prior to the Closing; provided, further, that all information provided pursuant to this Section 5.03(b) shall be subject to the obligation of confidentiality set forth in

Access to Information. (a) Subject to the terms of Subsection 5.2(b), during the period from the date hereof to the Closing Date: (i) Company shall cause each of its respective officers, employees, counsel, financial advisors and other representatives to afford to each of ChildsTBeck, Acquiror Parent and Acquiror and their to TBeck’s accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Representatives") full representatives, reasonable access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries Company’s properties, books, contracts, commitments and records (including Tax Returns) for the purpose of conducting such inspections, evaluations and assessments, as TBeck deems appropriate, and, during such period, Company shall, and shall cause each of its respective officers, employees, counsel, financial advisors and other representatives to furnish promptly to TBeck, all other information concerning its business, properties, financial condition, operations and personnel as TBeck may from time to time reasonably request so as to afford TBeck a reasonable opportunity to make at its sole cost and expense such review, examination and investigation of Company as TBeck may reasonably desire to make. Company agrees to advise TBeck of all material developments with respect to Company and its assets and liabilities. (ii) Company shall notify TBeck promptly of any notices from or investigations by governmental authority relating to Company’s business or assets or the consummation of the Purchase. TBeck shall notify Company promptly of any notices from or investigations by governmental authority that could materially affect TBeck’s consummation of the Agreement. (b) Except as required by law, Company and TBeck shall cause their respective directors, officers, employees, accountants, counsel, financial advisors, and representatives and affiliates to: (i) a copy hold in confidence, unless compelled to disclose by judicial or administrative process, or, in the opinion of each reportits counsel, schedule and by other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with law, all nonpublic information concerning the Commission or any other Authority party furnished in connection with the transactions contemplated by this Agreement or which may have a material effect on its businessuntil such time as such information becomes publicly available (otherwise than through the wrongful act of such person), operations, properties, financial condition, or results of operations and (ii) not release or disclose such information to any other information concerning any of the foregoing as Childsperson, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror except in connection with this Agreement to its auditors, attorneys, financial advisors, other consultants and advisors, and (iii) not use such information for any competitive or other purpose other than with respect to its consideration and evaluation of the transactions contemplated by this Agreement. Any investigation by any party of the assets and business of the other party and its subsidiaries shall not affect any representations and warranties hereunder, except that Childsany conditions to the obligations of either party or either party’s right to terminate this Agreement as provided in Article 7. (c) In the event of the termination of this Agreement, Acquiror Parent each party promptly will deliver to the other party (and Acquiror may disclose destroy all electronic data reflecting the same) all documents, work papers and other material (and any reproductions or extracts thereof and any notes or summaries thereto) obtained by such information party or on its behalf from such other party or its subsidiaries as may be necessary a result of this Agreement or in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedtherewith so obtained before or after the execution hereof.

Access to Information. (a) Except as prohibited by applicable Law, during the period from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, and in all cases subject to the Confidentiality Agreement, the Company shall afford (i) give to each Parent, its counsel, lenders, financial advisors, accountants, consultants, agents and other authorized representatives reasonable access during normal business hours to the offices, properties, facilities, assets, books, records, Service Providers and agents of Childsthe Company and its Subsidiaries in a manner that does not unreasonably interfere in any material respect, Acquiror Parent (ii) furnish to Parent, its counsel, lenders, financial advisors, accountants, consultants, agents and Acquiror other authorized representatives such financial and their accountantsoperating data and other information (including the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as such Persons may reasonably request and (iii) instruct the Service Providers, counsel, financial advisors, financing sources accountants, consultants, agents and other authorized representatives (of the "Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its Company and its Subsidiaries propertiesto cooperate with Parent in its non-invasive investigation of the Company and its Subsidiaries; provided, booksthat any such access shall be afforded and any such information shall be furnished at Parent’s expense; and provided, contractsfurther that the parties hereto shall act in good faith in all respects in the performance of the obligations under this Section 5.02(a). Information obtained by the Parent or Merger Sub pursuant to this Section 5.02(a) will constitute confidential information under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section 5.02 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. (b) The provisions of Section 5.02(a) shall not require and shall not be construed to require the Company to permit any access to or any inspection or review of, commitments and records (including Tax Returns) andor to disclose or otherwise make available, during such period, shall furnish promptly any information that (i) a copy affording such access or furnishing such information would result in loss of each reportlegal protection, schedule including the attorney-client privilege and other document filed or received by it pursuant work product doctrine; (ii) relates to the requirements applicable portions of any Applicable Law minutes of the meetings of the Board of Directors (including without limitation federal any presentations or state securities lawsother materials prepared by or for the Board of Directors) or filed by it with where the Commission or any other Authority in connection with Board of Directors discussed (A) the transactions contemplated by this Agreement or which may have any similar transaction involving the sale of the Company, or a material effect on portion of its businessassets, operations, properties, financial conditionto, or results combination of operations the Company with, any Person, (B) any Acquisition Proposal or (C) any Intervening Event; and (iiiii) such other in the reasonable judgment of the Company would (A) violate the Company’s and any Affiliate’s respective obligations with regard to confidentiality or waive the protection of any attorney‑client privilege, (B) result in the disclosure of any personal information concerning that would expose the Company to the risk of liability or (C) violate any applicable Law. In the event that the Company objects to any request submitted pursuant to and in accordance with Section 5.02(a) and withholds information on the basis of any of the foregoing as Childsclauses (i), Acquiror Parent and Acquiror (ii) or (iii), the Company shall reasonably request; provided, however, use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that no investigation pursuant to this Section shall affect does not suffer from any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate foregoing impediments, including through the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their of reasonable business best efforts to cause their Representatives implement appropriate and mutually agreeable measures to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with permit the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose disclosure of such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval a manner to remove the basis for the objection. Table of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed.Contents

Access to Information. From the Execution Date until the Closing Date, the Company shall afford to each of Childswill (i) give the Parent, Acquiror Parent the R&W Insurance Provider, and Acquiror the Parent’s and their accountants, the R&W Insurance Provider’s respective counsel, financial advisors, financing sources auditors and other authorized representatives (reasonable access to the "Representatives") full access offices, properties, officers, employees, consultants, accountants, advisors, other representatives, books, records and agreements of the Company, in each case, upon advance written notice and during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) furnish to the Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information concerning relating to the Company, in each of (i) and (ii), to the extent reasonably requested by such Persons. The Parent shall use commercially reasonable efforts to cause any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section 8.4 to be conducted in such manner as not to materially interfere with the conduct of the business of the Company and its Subsidiaries. Following the Execution Date, the Company shall affect promptly notify the Parent of any representations new, changes to, or warranties updates regarding Company Environmental Information that have not been previously provided to or made herein or the conditions available to the obligations Parent. Notwithstanding the foregoing, the Parent shall not be entitled to perform any subsurface, invasive or field or laboratory investigations or testing without the prior written consent of the respective parties Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed, but which consent may be conditioned upon the Parent’s execution of an access agreement substantially identical to consummate the transactions contemplated hereby. Childs, Acquiror Access Agreement executed by Parent and Acquiror the Company, dated July 24, 2017). To the fullest extent permitted by Law, the Stockholders, the Company and its Subsidiaries and their respective counsel, financial advisors, auditors and other authorized representatives and Affiliates shall hold(A) not be responsible or liable to the Parent for personal injuries or property damage sustained by the Parent’s counsel, financial advisors, auditors and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror other representatives in connection with the transactions contemplated access provided pursuant to this Section 8.4 and (B) shall be indemnified and held harmless by this Agreement, except that Childs, Acquiror the Parent and Acquiror may disclose for any losses suffered by any such information as may be necessary Persons in connection with seeking all Governmental Authorizations any such personal injuries and any required approval of Childs' limited partnersproperty damage, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedEXCEPTING LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY OR THE STOCKHOLDERS.

Access to Information. (a) The Company and its subsidiaries shall afford to each of Childs, Acquiror Parent and Acquiror Subsidiary and their respective accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by it any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) laws or filed by it any of them with the Commission or any other Authority in connection with the transactions contemplated by this Agreement SEC or which may have a material effect on its businesstheir respective businesses, operations, properties, financial condition, properties or results of operations personnel and (ii) such other information concerning any their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the foregoing Company, as Childsthe case may be, Acquiror Parent and Acquiror shall reasonably request; provided, however, provided that no investigation pursuant to this Section 7.1 shall affect amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyMerger. Childs, Acquiror Parent and Acquiror its subsidiaries shall hold, hold and shall use their reasonable business best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that Childs(i) Parent, Acquiror Parent Subsidiary and Acquiror the Company may disclose such information as may be necessary in connection with seeking all Governmental Authorizations the Parent Required Statutory Approvals, the Company Required Statutory Approvals and any required approval the Company Stockholders' Approval and (ii) each of Childs' limited partnersParent, Subsidiary and Childs, Acquiror Parent and Acquiror the Company may disclose any information that it is required by Applicable Law law or judicial or administrative order to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Parent or the Company based on the information in such material shall be discloseddestroyed (and Parent and the Company shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction. (c) The Company shall promptly advise Parent and Parent shall promptly advise the Company in writing of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have, any material adverse effect on the business, operations, properties, assets, condition (financial or other), or results of operations of the Company and its subsidiaries or Parent and its subsidiaries, as the case may be, taken as a whole.

Access to Information. (a) Subject to the Confidentiality Agreement and applicable Law, Company shall afford agrees to each of Childs, Acquiror provide Parent and Acquiror its Representatives and Parent agrees to provide Company and its Representatives, from time to time prior to the Effective Time, such information as one party shall reasonably request with respect to other party and its Subsidiaries and their accountants, counselrespective businesses, financial advisorsconditions and operations and such access to the properties, financing sources books and records and personnel of the other representatives (party and its Subsidiaries as the "Representatives") full requesting party shall reasonably request, which access shall occur during normal business hours throughout and shall be conducted in such manner as not to interfere unreasonably with the period conduct of the business of the other party or its Subsidiaries. Without limiting the foregoing, as soon as reasonably practicable after they become available, but in no event more than 15 days after the end of each calendar month ending after the date hereof, Company shall furnish to Parent (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Company or (if requested by Parent prior to the Effective Time to all end of such calendar month) any of its Subsidiaries as of and its Subsidiaries propertiesfor such month then ended, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning internal management reports showing actual financial performance against plan and previous period and (iii) to the extent permitted by applicable Law, any reports provided to the board of directors of Company or any committee thereof relating to the financial performance and risk management of Company or any of its Subsidiaries. To the foregoing as Childsextent permitted by applicable Law, Acquiror Parent each party shall be entitled to have at least one observer present at each meeting of the boards of directors and Acquiror shall reasonably request; providedtheir respective committees of the other party and its Subsidiaries, however, that no investigation pursuant except to the extent the discussions of such boards and committees relate to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate Agreement and the transactions contemplated hereby. Childs, Acquiror . (b) Parent and Acquiror Company shall holdcomply with, and shall use their reasonable business efforts to cause their Representatives respective Representatives, directors, officers and employees to holdcomply with, all of their respective obligations under the Confidentiality Agreement, which shall survive the termination of this Agreement in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection accordance with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedterms set forth therein.

Access to Information. Company (a) Each of IDX and ChannelHealth agree that, prior to the Closing Date, Allscripts shall afford be entitled, through its officers, employees and representatives (including, without limitation, its legal advisors and accountants), to make such investigation of the properties, businesses and operations of IDX (to the extent such investigation relates to ChannelHealth) and ChannelHealth and such examination of the books, records and financial condition of IDX (to the extent such investigation relates to ChannelHealth) and ChannelHealth as it reasonably requests and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted upon reasonable advance notice during regular business hours and under reasonable circumstances, and IDX and ChannelHealth shall cooperate fully therein. In order that Allscripts may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request of the affairs of ChannelHealth, each of ChildsIDX and ChannelHealth shall cause the respective officers, Acquiror Parent and Acquiror and their employees, consultants, agents, accountants, counsel, financial advisors, financing sources attorneys and other representatives to cooperate reasonably with such representatives in connection with such review and examination. (the "Representatives"b) full access during normal business hours throughout the period Allscripts agrees that, prior to the Effective Time Closing Date, ChannelHealth shall be entitled, through its officers, employees and representatives (including, without limitation, its legal advisors and accountants), to all make such investigation of its and its Subsidiaries the properties, businesses and operations of Allscripts and Parent and such examination of the books, contractsrecords and financial condition of Allscripts and Parent as it reasonably requests and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted upon reasonable advance notice during regular business hours and under reasonable circumstances, commitments and records Allscripts and Parent shall cooperate fully therein. In order that ChannelHealth may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request of the affairs of Allscripts and Parent , the officers, employees, consultants, agents, accountants, attorneys and other representatives of Allscripts and Parent shall cooperate reasonably with such representatives in connection with such review and examination. (including Tax Returnsc) andEach of IDX, during such period, shall furnish promptly Allscripts and ChannelHealth (i) a copy shall treat, and shall cause each of each reportits Affiliates to treat and hold as confidential any Confidential Information (as defined below), schedule and other document filed or received by it pursuant to (ii) not use any of the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority Confidential Information except in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (iiiii) if this Agreement is terminated for any reason whatsoever, return to such other receiving party all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, "Confidential Information" means any confidential or proprietary information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably requesta party that is furnished to a receiving party or its Affiliates by such furnishing party in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly, (B) which, after disclosure, becomes available publicly through no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations fault of the respective parties receiving party, (C) which the receiving party knew or to consummate which the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts receiving party had access prior to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with disclosure or (D) which the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedreceiving party rightfully obtains from a source other than the furnishing party.

Access to Information. (a) The Company and the Company's officers, directors, employees and agents shall afford the officers, employees and agents of AMRE and Merger Sub complete access at all reasonable times to each of Childsits officers, Acquiror Parent and Acquiror and their accountantsemployees, counselagents, financial advisorsproperties, financing sources and other representatives (the "Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries propertiesfacilities, books, contracts, commitments records and records (including Tax Returns) and, during such period, contracts and shall furnish promptly (i) a copy of each reportAMRE and Merger Sub all financial, schedule operating and other document filed data and information as AMRE and Merger Sub through their officers, employees or received by it pursuant agents, may reasonably request. AMRE and Merger Sub will hold and will cause their respective representatives to hold in strict confidence all documents and information concerning the requirements of any Applicable Law (including without limitation federal Company furnished to AMRE or state securities laws) or filed by it with the Commission or any other Authority Merger Sub in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by AMRE or which may have a material effect on Merger Sub (or their respective affiliates) prior to its businessdisclosure to AMRE or Merger Sub by the Company, operations, properties, financial condition, or results of operations and (ii) in the public domain through no fault of AMRE or Merger Sub or (iii) later lawfully acquired by AMRE or Merger Sub (or their respective affiliates) from other sources), and will not release or disclose such information to any other person, except in connection with this Agreement to their respective auditors, attorneys, financial advisors and other consultants or advisors or responsible financial institutions and individuals after AMRE or Merger Sub, as the case may be, has caused such financial institutions and individuals to agree to be bound by the provisions of this Section 5.9 as if the reference to AMRE or Merger Sub herein were to them (it being understood that such persons shall be informed by AMRE or Merger Sub of the confidential nature of such information and shall be directed by AMRE or Merger Sub to treat such information confidentially); provided that AMRE, Merger Sub and their respective representatives may provide such documents and information in connection with its SEC filings or in response to judicial or administrative process or applicable governmental laws, rules, regulations, orders or ordinances, but only that portion of the documents or information which, on the advice of counsel, is legally required to be furnished, and provided that AMRE or Merger Sub, as the case may be, notifies the Company of its obligation to provide such information prior to such disclosure and fully cooperates with the Company to protect the confidentiality of such documents and information under applicable law. If the transactions contemplated by this Agreement are not consummated, and AMRE or Merger Sub will destroy or return to the Company all copies of written information furnished by the Company to AMRE, Merger Sub or their respective affiliates, agents, representatives or advisers. (b) Each of AMRE and Merger Sub shall, and shall cause its subsidiaries, officers, directors, employees and agents to, provide the officers, employees and agents of the Company and the ESOP Trustees with such information concerning any AMRE and Merger Sub as may be necessary for the Company to ascertain the accuracy and completeness of the foregoing information supplied by AMRE and Merger Sub for inclusion in the Shareholder Information, or in any other document filed with any other governmental agency or authority and to verify the performance of and compliance with their representations, warranties, covenants and conditions herein contained. Subject to the requirements of law, the Company and the Shareholders shall hold in confidence all such information, and, upon the termination of this Agreement, the Company and the Shareholders will deliver to AMRE all documents, work papers and other material (including copies) obtained by the Company or the Shareholders, or on their behalf, from AMRE or Merger Sub, as Childsa result of this Agreement or in connection herewith, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no whether so obtained before or after the execution hereof. (c) No investigation pursuant to this Section 5.9 shall affect any representations or warranties made of the parties herein or the conditions to the obligations of the respective parties hereto. (d) Any schedule which is not attached hereto at the time that AMRE and Merger Sub execute this Agreement or which is subsequently updated shall not be binding upon AMRE or Merger Sub unless such schedule or update is accepted in writing by AMRE and Merger Sub. If such schedule or update is not so accepted, then any disclosure contained therein shall not be deemed to consummate have been made for purposes hereunder, including but not limited to for purposes of modifying the transactions contemplated herebyrepresentations and warranties made hereunder. (e) Any schedule which is not attached hereto at the time that the Company and the Shareholders execute this Agreement or which is subsequently updated shall not be binding upon the Company or the Shareholders unless such schedule or update is accepted in writing by the Company or the Shareholders, as the case may be. ChildsIf such schedule or update is not so accepted, Acquiror Parent then any disclosure contained therein shall not be deemed to have been made for purposes hereunder, including but not limited to for purposes of modifying the representations and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedwarranties made hereunder.

Access to Information. Company (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of ▇▇▇▇▇ Fargo and Norwest, for the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (of the "Representatives") full access other party, access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, each of ▇▇▇▇▇ Fargo and Norwest shall, and shall furnish promptly cause their respective Subsidiaries to, make available to the other party (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal securities laws or federal or state securities lawsbanking laws (other than reports or documents which ▇▇▇▇▇ Fargo or Norwest, as the case may be, is not permitted to disclose under applicable law) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such all other information concerning its business, properties and personnel as such party may reasonably request. Neither ▇▇▇▇▇ Fargo nor Norwest nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the foregoing rights of ▇▇▇▇▇ Fargo's or Norwest's, as Childsthe case may be, Acquiror Parent customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Each of ▇▇▇▇▇ Fargo and Acquiror Norwest shall reasonably request; provided, however, that no investigation hold all information furnished by or on behalf of the other party or any of such party's Subsidiaries or representatives pursuant to this Section 6.2(a) in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated June 1, 1998, between ▇▇▇▇▇ Fargo and Norwest (the "Confidentiality Agreement"). (c) No investigation by either of the parties or their respective representatives shall affect any the representations or and warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedother set forth herein.

Access to Information. Company (a) Upon reasonable notice and subject to applicable laws, each of Rockville and United, in preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries to, afford to each the Representatives of Childsthe other party, Acquiror Parent and Acquiror and their accountantsaccess, counsel, financial advisors, financing sources and other representatives (the "Representatives") full access during normal business hours throughout the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments commitments, personnel, information technology systems, and records (including Tax Returns) records, which such access shall occur during normal business hours and shall be conducted in a manner so as not to interfere unreasonably with the conduct of the business of United or Rockville or its respective Subsidiaries and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, each of Rockville and United shall, and shall furnish promptly cause its respective Subsidiaries to, make available to the other party (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal securities laws or federal or state securities laws) banking laws (other than reports or filed by it with documents which Rockville or United, as the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which case may have a material effect on its businessbe, operationsis not permitted to disclose under applicable law), properties, financial condition, or results of operations and (ii) such all other information concerning its business, properties and personnel as such party may reasonably request. Neither Rockville nor United nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the foregoing rights of Rockville’s or United’s, as Childsthe case may be, Acquiror Parent customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Each of Rockville and Acquiror United shall reasonably request; provided, however, that no investigation hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or Representatives pursuant to this Section 6.2(a) in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated October 16, 2013, between Rockville and United (the “Confidentiality Agreement”). (c) No investigation by either of the parties or their respective Representatives shall affect any or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either party, directly or warranties made herein indirectly, the right to control or direct the conditions operations of the other party prior to the obligations of Effective Time. Prior to the respective parties to consummate the transactions contemplated hereby. ChildsEffective Time, Acquiror Parent and Acquiror each party shall holdexercise, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection consistent with the transactions contemplated by terms and conditions of this Agreement, except that Childs, Acquiror Parent complete control and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations supervision over its and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedits Subsidiaries’ respective operations.

Access to Information. Company shall afford to each of Childsbusiness hours, Acquiror Parent and Acquiror and their accountants, counsel, financial advisors, financing sources and other representatives (the "Representatives") full access during normal business hours throughout the period prior to the Effective Time Closing Date, to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, the Company shall furnish promptly (i) a copy of each reportto Purchaser, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it consistent with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its legal obligations, all information concerning its business, operations, properties, financial condition, or results of operations properties and personnel as Purchaser may reasonably request and (ii) Purchaser shall (and shall cause its Subsidiaries to) afford to the officers, employees, accountants, counsel, financial advisors and other representatives of Stockholder reasonable access during normal business hours, during the period prior to the Closing Date, to all its properties, books, contracts, commitments and records and, during such other period, Purchaser shall furnish promptly to Stockholder, consistent with its legal obligations, all information concerning any of the foregoing its business, properties and personnel as Childs, Acquiror Parent and Acquiror shall Stockholder may reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or either party may restrict the conditions foregoing access to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to holdextent that, in strict confidence all such party's reasonable judgment (based on advice of outside counsel), any Law, treaty, rule or regulation of any Governmental Entity or existing confidentiality agreement with a third party applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. The parties will hold any such information which is non-public documents in confidence to the extent required by, and information furnished in accordance with, the provisions of the letter dated May 5, 1998 between Purchaser and Stockholder, as supplemented by the letter dated May 8, 1998 among Purchaser, Stockholder and the Company (the "CONFIDENTIALITY AGREEMENT"). Any investigation by Purchaser, Stockholder or the Company shall not affect the representations and warranties of any of the other parties hereto. In addition, subsequent to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by date of this Agreement, except Purchaser and/or any of its Subsidiaries may initiate communications with any officer or key Employee of the Company on behalf of Purchaser for the purpose of addressing the prospective retention of such officer or Employee following the Closing, provided that Childs(i) Purchaser believes, Acquiror Parent in good faith, that there is a compelling, legitimate business necessity to initiate such communications prior to the Closing and Acquiror may disclose (ii) such information as may communications with each such Employee shall be necessary conducted in connection coordination with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedCompany management.

Access to Information. (a) The Company and its subsidiaries shall afford to each of Childs, Acquiror Parent and Acquiror and Subsidiary and, on a need to know basis, their respective accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Parent Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including Tax Returnsincluding, but not limited to, tax returns) and, during such period, shall furnish promptly to the Parent or Parent Representatives (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements any of any Applicable Law (including without limitation federal or state securities laws) or filed by it them with the Commission or any other Authority SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on its businesstheir respective businesses, operations, properties, financial condition, properties or results of operations personnel and (ii) such other information concerning any the Company's business as Parent or Subsidiary shall reasonably request including, without limitation, access to customers of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably requestCompany; provided, however, provided that no investigation pursuant to this Section 8.1 shall affect amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyMerger. Childs, Acquiror Parent and Acquiror its subsidiaries shall hold, hold and shall use their reasonable business best efforts to cause their the Parent Representatives to hold, hold in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror Subsidiary in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror (i) Parent and Acquiror Subsidiary may disclose such information as may be necessary in connection with seeking all Governmental Authorizations the Parent Required Statutory Approvals and any required approval (ii) each of Childs' limited partners, and Childs, Acquiror Parent and Acquiror Subsidiary may disclose any information that it is required by Applicable Law law or judicial or administrative order to disclose. (b) The Parent and Subsidiary shall afford to the Company and its subsidiaries and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Company and its subsidiaries or the Company Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning the Parent's and/or Subsidiary's business as the Company or its subsidiaries shall reasonably request; provided that no investigation pursuant to this Section 8.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. The Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold in strict confidence all non-public documents and information furnished to the Company and its subsidiaries in connection with the transactions contemplated by this Agreement, except that (i) the Company and its subsidiaries may disclose such information as may be disclosednecessary in connection with seeking the Company Required Statutory Approvals and (ii) the Company may disclose any information that it is required by law or judicial or administrative order to disclose. (c) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material provided by the other pursuant to this Section 8.1 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Parent or Parent Representatives or the Company or Company Representatives based on the information in such material shall be destroyed (and Parent and Parent Representatives and Company and Company Representatives shall use their best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and best efforts) shall be certified in writing by an authorized officer supervising such destruction.

Access to Information. Company (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Long Beach shall, and shall cause each of its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full access Representatives of Washington Mutual access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) records, and to its officers, employees, accountants, counsel and other representatives and, during such period, Long Beach shall, and shall furnish promptly cause its Subsidiaries to, make available to Washington Mutual (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal Federal securities laws or Federal or state securities lawsbanking, mortgage lending, real estate or consumer finance or protection laws (other than reports or documents which Long Beach is not permitted to disclose under applicable law) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such all other information concerning its business, properties and personnel as such other party may reasonably request. Neither Long Beach nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the foregoing as Childsrights of its customers, Acquiror Parent and Acquiror jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Washington Mutual shall reasonably request; provided, however, that no investigation hold all information furnished by Long Beach or any of its Subsidiaries or representatives pursuant to this Section shall affect any representations or warranties made herein or the conditions 7.2(a) in confidence to the obligations extent required by, and in accordance with, the provisions of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Confidentiality Agreement, except that Childsdated November 3, Acquiror Parent 1998, between Washington Mutual and Acquiror may disclose Long Beach (the "Confidentiality Agreement"). (c) During the 30-day period prior to the Closing and from time to time after the date of this Agreement upon Long Beach's reasonable request, Long Beach and its Representatives shall have a reasonable opportunity to conduct an update of their due diligence review of Washington Mutual and its Subsidiaries. In order to permit such information as may be necessary in connection with seeking all Governmental Authorizations due diligence update, upon reasonable notice and any required approval subject to applicable laws relating to the exchange of Childs' limited partnersinformation, Washington Mutual shall afford Long Beach and Childsits Representatives reasonable access, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed.during

Access to Information. Prior to the Closing or until this Agreement is earlier terminated, the Company shall afford to each the officers, employees, agents and authorized representatives of Childs, Acquiror Parent and Acquiror Merger Sub and their respective Affiliates (including its and their independent public accountants, counselfinancial advisors and attorneys) (collectively, financial advisors, financing sources and other representatives (the "“Representatives"”) full reasonable access during normal business hours throughout the period prior hours, upon reasonable advance written notice, to the Effective Time to all of its offices, properties and its Subsidiaries propertiesbusiness, bookstax, contracts, commitments Benefit Plans and accounting records (including Tax Returnscomputer files, retrieval programs and similar documentation) and, during such period, shall furnish promptly (i) a copy of each report, schedule the Business and other document filed or received by it pursuant records and documents relating to the requirements Acquired Companies, and to discuss the affairs, finances and accounts or any of any Applicable Law (including without limitation federal or state securities laws) or filed by it the Acquired Companies with the Commission or any other Authority officers of the Company, to the extent Parent and Merger Sub and their respective Affiliates shall reasonably deem necessary in connection with the transactions contemplated by this Agreement Transaction (including for purposes of post-closing integration) and shall furnish to Parent, Merger Sub and their respective Affiliates or which may have a material effect on its business, operations, properties, financial condition, or results of operations their respective Representatives such additional information relating to the Acquired Companies and (ii) such other information concerning any of the foregoing Business as Childs, Acquiror Parent and Acquiror shall be reasonably requestrequested; provided, however, that, Parent and Merger Sub and their respective Affiliates shall have no access to stand alone Tax Returns or portions of such Tax Returns, including work papers thereto, that no investigation include information related to entities other than the Acquired Companies in discharging its obligation pursuant to this Section 6.4, the Company shall affect any representations or warranties made herein or the conditions not be required to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information to Parent, Merger Sub or their respective Affiliates or their respective Representatives if such disclosure would be reasonably likely to (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any obligation of confidentiality to which the Company or its Affiliates are subject), provided, that, in each case, the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the restrictions of (i) and (ii) would apply and provided, further, that is required by Applicable Law Parent, Merger Sub and their respective Affiliates and their respective Representatives shall not conduct environmental sampling, testing or invasive investigations of any kind without the written permission of the Company, which may be withheld in the Company’s sole discretion. Each of Parent and Merger Sub agrees that such investigation shall be conducted in such a manner as not to interfere with the operations of the Acquired Companies 37 Agreement and Plan of Merger and in compliance with all Laws, and Parent, Merger Sub and their respective Affiliates and their respective Representatives shall not communicate with any of the employees, customers, distributors, or suppliers of the Acquired Companies without the prior written consent of the General Counsel, Assistant General Counsel or Vice President-Business Development of Affinia Group Inc., and any such permitted communications shall be disclosedmade in the presence of a designated representative of the Company.

Access to Information. Company (a) During the Pre-Closing Period, upon reasonable prior written notice, the Parent shall afford to each the representatives of ChildsSPAC reasonable access, Acquiror Parent and Acquiror and their accountants, counsel, financial advisors, financing sources and other representatives (the "Representatives") full access during normal business hours throughout the period prior hours, to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments books and records (including Tax Returns) and, during of the Target Companies and furnish to the representatives of SPAC such period, shall furnish promptly (i) a copy of each report, schedule additional financial and operating data and other document filed or received by it pursuant to information regarding the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any business of the foregoing Target Companies as Childs, Acquiror Parent and Acquiror shall SPAC or its representatives may from time to time reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations request for purposes of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with consummating the transactions contemplated by this Agreement, except that Childs, Acquiror but only to the extent the Parent and Acquiror the Target Companies may disclose such information as may be necessary do so without violating any applicable Laws or result in connection with seeking all Governmental Authorizations and the breach of any required approval of Childs' limited partners, and Childs, Acquiror confidentiality or similar agreement to which the Parent and Acquiror each Target Company is a party; provided that the Parent and the Target Companies shall use their reasonable best efforts to allow for such access or disclosure in a manner that does not result in a breach of such agreement, including using reasonable best efforts to obtain the required consent of any applicable third Person; and provided, further, that SPAC shall abide by the terms of the Confidentiality Agreement. SPAC shall coordinate its access rights pursuant to this Section 9.5 with the Parent and the Target Companies to reasonably minimize any inconvenience to or interruption of the conduct of the business of the Parent and the Target Companies. (b) During the Pre-Closing Period, upon reasonable prior written notice, SPAC shall afford the representatives of Target Companies reasonable access, during normal business hours, to the properties, books and records of SPAC and furnish to the representatives of Target Companies such additional financial and operating data and other information regarding the business of SPAC as such Target Company or its representatives may disclose from time to time reasonably request for purposes of consummating the transactions contemplated by this Agreement, but only to the extent SPAC may do so without violating any information applicable Laws or result in the breach of any confidentiality or similar agreement to which SPAC is a party; provided that is SPAC shall use their reasonable best efforts to allow for such access or disclosure in a manner that does not result in a breach of such agreement, including using reasonable best efforts to obtain the required consent of any applicable third Person; and provided, further, that the Target Companies shall abide by Applicable Law the terms of the Confidentiality Agreement. Each Target Company shall coordinate its access rights pursuant to be disclosedthis Section 9.5 with SPAC to reasonably minimize any inconvenience to or interruption of the conduct of the business of SPAC.

Access to Information. (a) Upon reasonable notice and subject to applicable laws, Company shall, and shall cause each of its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Representatives") full access of Parent reasonable access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments personnel, information technology systems and records records, and each shall reasonably cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including Tax Returns) by entering into customary confidentiality, nondisclosure and similar agreements with service providers), and, during such period, Company shall, and shall furnish promptly (i) a copy of each reportcause its Subsidiaries to, schedule and other document filed or received by it pursuant make available to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on Parent such information concerning its business, operations, properties, financial condition, or results of operations properties and (ii) such other information concerning any of the foregoing personnel as Childs, Acquiror Parent and Acquiror shall may reasonably request; provided. Parent shall use commercially reasonable efforts to minimize any interference with Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable laws, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall holdshall, and shall use their reasonable business efforts cause each of its Subsidiaries to, furnish or otherwise make available to cause their Representatives the officers, employees, accountants, counsel, advisors and other representatives of Company such information concerning its businesses as is reasonably relevant to hold, in strict confidence all non-public documents Company and information furnished to Childs, Acquiror Parent and Acquiror its stockholders in connection with the transactions contemplated by this Agreement. No party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, except that Childsjoint defense or similar agreement between the parties) or contravene any law, Acquiror rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Each party shall hold all information furnished by or on behalf of it or any of its Subsidiaries or representatives pursuant to Section 6.2(a) in confidence to the extent required by, and in accordance with, the provisions of the Mutual Confidentiality and Nondisclosure Agreement, dated September 4, 2014, by and between Parent and Acquiror may disclose such information as may Company (the “Confidentiality Agreement”). (c) No investigation by Parent, Company or their respective representatives pursuant to this Section 6.2 shall affect or be necessary deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in connection this Agreement shall give either Parent or Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with seeking all Governmental Authorizations the terms and any required approval conditions of Childs' limited partnersthis Agreement, complete control and Childs, Acquiror Parent supervision over its and Acquiror may disclose any information that is required by Applicable Law to be disclosedits Subsidiaries’ respective operations.

Access to Information. Company (a) Subject to applicable law, Cereus and its Subsidiaries shall afford to each of Childs, Acquiror Parent and Acquiror and their its respective accountants, counsel, financial advisors, financing sources advisors and other representatives (the "RepresentativesPARENT REPRESENTATIVES") and Parent and its Subsidiaries shall afford to Cereus and its accountants, counsel, financial advisors and other representatives (the "CEREUS REPRESENTATIVES") full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including Tax Returnsincluding, but not limited to, tax returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by it any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) laws or filed by it any of them with the Commission or any other Authority SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations Transactions and (ii) such other information concerning any of the foregoing their respective businesses, properties and personnel as Childs, Acquiror Parent and Acquiror either Company shall reasonably request; provided, however, that no investigation pursuant to this Section 6.1 shall affect amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyMerger. Childs, Acquiror Parent Cereus and Acquiror its Subsidiaries shall hold, hold and shall use their reasonable business best efforts to cause the Cereus Representatives to hold, and Parent and its Subsidiaries shall hold and shall use their reasonable best efforts to cause Parent Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Childseach Company, Acquiror Parent and Acquiror in connection with the transactions Transactions contemplated by this Agreement, except that Childs, Acquiror (i) Cereus and Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations the Cereus Required Statutory Approvals, Cereus Stockholders' Approval, Parent Required Statutory Approvals and any required approval Parent Stockholders' Approval and (ii) each of Childs' limited partners, Cereus and Childs, Acquiror Parent and Acquiror may disclose any information that it is required by Applicable Law law or judicial or administrative order to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each Company shall promptly redeliver to the other all nonpublic written material provided pursuant to this Section 6.1 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by a Company based on the information in such material shall be discloseddestroyed (and each Company shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction.

Access to Information. (a) Neither Parent nor Merger Sub shall be permitted to conduct any invasive sampling or testing, including any Phase II environmental assessment, with respect to any property of Company or its Subsidiaries. Upon reasonable notice and subject to applicable Laws, Company shall, and shall cause its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Representatives") full access of Parent reasonable access, during normal business hours throughout from the period prior to date hereof until the earlier of the Effective Time or the termination of this Agreement, to all of its and its Subsidiaries Company’s properties, books, contracts, commitments personnel, information technology systems and records records, and each shall reasonably cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including Tax Returns) by entering into customary confidentiality, nondisclosure and similar agreements with service providers), and, during such period, Company shall, and shall furnish promptly (i) a copy of cause its Subsidiaries to, make available to Parent such information concerning its business, properties and personnel as Parent may reasonably request, in each report, schedule and case other document filed or received by it pursuant than any such matters that relate to the requirements negotiation and execution of any Applicable Law this Agreement or (including without limitation federal except as required by Section 6.8) to transactions potentially competing with or state securities laws) or filed by it with the Commission or any other Authority in connection with alternative to the transactions contemplated by this Agreement or which may have a material effect on its businessproposals from other parties relating to any competing or alternative transactions. Parent shall use commercially reasonable efforts to minimize any interference with Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable Laws, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall holdCompany shall, and shall use their reasonable business efforts cause its Subsidiaries to, furnish or otherwise make available to cause their Representatives the officers, employees, accountants, counsel, advisors and other representatives of Parent such information concerning its businesses as is reasonably relevant to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement. Company and its Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would, except that Childsbased on the advice of outside counsel, Acquiror jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law, fiduciary duty, or binding agreement entered into prior to the date of this Agreement. Company will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Each party shall hold all information furnished by or on behalf of it or any of its Subsidiaries or representatives pursuant to Section 6.1(a) in confidence to the extent required by, and in accordance with, the provisions of the Mutual Confidentiality and Nondisclosure Agreement, dated March 27, 2017, by and between Parent and Acquiror may disclose such information as may Company (the “Confidentiality Agreement”). (c) No investigation by Parent, Company or their respective representatives pursuant to this Section 6.1(c) shall affect or be necessary deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in connection this Agreement is intended to give either Parent or Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, it is intended that each party shall exercise, consistent with seeking all Governmental Authorizations the terms and any required approval conditions of Childs' limited partnersthis Agreement, complete control and Childs, Acquiror Parent supervision over its and Acquiror may disclose any information that is required by Applicable Law to be disclosedits Subsidiaries’ respective operations.

Access to Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause each of its subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (of the "Representatives") full access Parent, during normal business hours throughout during the period prior to the Effective Time Time, reasonable access to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) records, and to its officers, employees, accountants, counsel and other representatives and, during such period, the Company shall, and shall furnish promptly cause its subsidiaries to, make available to the Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law Federal securities laws (including without limitation federal other than reports or state securities lawsdocuments which the Company is not permitted to disclose under applicable law) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such all other information concerning its business, properties and personnel as such other party may reasonably request. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the work product privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement provided that the Company gives notice to Parent of same. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) No investigation by any of the foregoing as Childsparties or their respective representatives shall affect the representations, Acquiror Parent and Acquiror shall reasonably request; providedwarranties, however, that no investigation covenants or agreements of the other parties set forth herein. (c) The information provided pursuant to this Section shall affect any representations or warranties made herein or 5.6(a) will be used solely for the conditions to the obligations purpose of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror and unless and until the Merger is consummated, such information will be kept secret and confidential by Parent and Acquiror shall holdthe Purchaser, and shall use their reasonable business efforts except that the information provided pursuant to cause their Representatives Section 5.6(a) or portions thereof may be disclosed to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror those of Parent and Acquiror in connection with the Purchaser's or their affiliates' directors, officers, employees, agents and advisors (collectively, the "Representatives") who (a) need to know such information for the purpose of the transactions contemplated hereby, (b) shall be advised by Parent or the Purchaser, as the case may be, of this Agreementprovision, except that Childs, Acquiror Parent and Acquiror may disclose such (c) agree to hold the information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed.provided pursuant to

Access to Information. (a) Neither Parent nor Merger Sub shall be permitted to conduct any invasive sampling or testing, including any Phase II environmental assessment, with respect to any property of Company or its Subsidiaries. Upon reasonable notice and subject to applicable Laws, Company shall, and shall cause its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Representatives") full access of Parent reasonable access, during normal business hours throughout from the period prior to date hereof until the earlier of the Effective Time or the termination of this Agreement, to all of its and its Subsidiaries Company’s properties, books, contracts, commitments personnel, information technology systems and records records, and each shall reasonably cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including Tax Returns) by entering into customary confidentiality, nondisclosure and similar agreements with service providers), and, during such period, Company shall, and shall furnish promptly (i) a copy of cause its Subsidiaries to, make available to Parent such information concerning its business, properties and personnel as Parent may reasonably request, in each report, schedule and case other document filed or received by it pursuant than any such matters that relate to the requirements negotiation and execution of any Applicable Law this Agreement or (including without limitation federal except as required by Section 6.8) to transactions potentially competing with or state securities laws) or filed by it with the Commission or any other Authority in connection with alternative to the transactions contemplated by this Agreement or which may have a material effect on its businessproposals from other parties relating to any competing or alternative transactions. Parent shall use commercially reasonable efforts to minimize any interference with Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable Laws, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall holdCompany shall, and shall use their reasonable business efforts cause its Subsidiaries to, furnish or otherwise make available to cause their Representatives the officers, employees, accountants, counsel, advisors and other representatives of Parent such information concerning its businesses as is reasonably relevant to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement. Company and its Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would, except that Childsbased on the advice of outside counsel, Acquiror Parent and Acquiror may disclose jeopardize the attorney-client privilege of the institution in possession or control of such information as may be necessary (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law, fiduciary duty, or binding agreement entered into prior to the date of this Agreement. Company will make appropriate substitute disclosure arrangements under circumstances in connection with seeking which the restrictions of the preceding sentence apply. (b) Parent shall hold all Governmental Authorizations and information furnished by or on behalf of Company or any of its Subsidiaries or representatives pursuant to Section 6.1(a) in confidence to the extent required approval of Childs' limited partnersby, and Childsin accordance with, Acquiror the provisions of the Confidentiality Agreement, dated July 17, 2017, by and between United Rentals, Inc. and Holdings (the “Confidentiality Agreement”). (c) No investigation by Parent, Company or their respective representatives pursuant to this Section 6.1(c) shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement is intended to give either Parent or Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, it is intended that each party shall exercise, consistent with the terms and Acquiror may disclose any information that is required by Applicable Law to be disclosedconditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Access to Information. (a) Subject to applicable law, the Company and its subsidiaries shall afford to each of Childs, Acquiror Parent and Acquiror and their its respective accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including including, but not limited to, Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) one another such other information concerning any of their respective businesses, properties and personnel as Parent or the foregoing Company, as Childsthe case may be, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section 8.1 shall affect amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyAcquisition. Childs, Acquiror Parent and Acquiror its subsidiaries shall hold, hold and shall use their reasonable business best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to ChildsParent or to the Company, Acquiror Parent and Acquiror as the case may be, in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror (i) Parent and Acquiror the Company may disclose such information as may be necessary in connection with seeking all Governmental Authorizations the Parent Required Statutory Approvals and any required approval the Company Required Statutory Approvals and (ii) each of Childs' limited partners, and Childs, Acquiror Parent and Acquiror the Company may disclose any information that it is required by Applicable Law law or judicial or administrative order to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all nonpublic written material provided pursuant to this Section 8.1 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Parent or the Company based on the information in such material shall be discloseddestroyed (and Parent and the Company shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction.

Access to Information. Company (a) The Indemnified Parties shall, and shall cause their officers, directors, employees, agents, representatives, accountants and counsel to, afford to each of Childsthe officers, Acquiror Parent employees and Acquiror and their authorized agents, accountants, counsel, financial advisorsfinancing sources and representatives of the Indemnitor reasonable access, during normal business hours, to the books and records of the Indemnified Parties reasonably necessary for the Indemnitor to enforce any rights it may have under this Agreement, including, without limitation, information and data regarding all Financial Assurances, and access to those officers, directors, employees, agents, accountants and counsel (provided that no such counsel shall be required to divulge information deemed privileged by such counsel in such counsel’s judgment after prior consultation with counsel for the Indemnitor) of the Indemnified Parties who have any knowledge relating to the same. (b) The Indemnitor shall cause the Partnership and its Subsidiaries and their officers, directors, employees, agents, representatives, accountants and counsel to, afford the officers, employees and authorized agents, accountants, counsel, financing sources and other representatives (of the "Representatives") full access Indemnified Parties reasonable access, during normal business hours throughout the period prior hours, to the Effective Time to all books and records of its the Partnership and its Subsidiaries propertiesreasonably necessary for the Indemnified Parties to enforce any rights it may have under any Financial Assurance, booksincluding, contractswithout limitation, commitments information and records data in respect of such Financial Assurances, and access to those officers, directors, employees, agents, accountants and counsel (including Tax Returnsprovided that no such counsel shall be required to divulge information deemed privileged by such counsel in such counsel’s judgment after prior consultation with counsel for the Indemnified Parties) and, during such period, shall furnish promptly (i) a copy of each report, schedule the Partnership and other document filed or received by it pursuant its Subsidiaries who have any knowledge relating to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedsame.

Access to Information. (a) Upon reasonable notice and subject to the Confidentiality Agreement (defined below) and applicable Laws relating to the exchange of information, the Company and Acquiror shall, and shall cause each of its respective Subsidiaries to, afford to each of Childsthe other party’s officers, Acquiror Parent and Acquiror and their directors, investment bankers, attorneys, accountants, counsel, financial advisors, financing sources agents and other representatives (the "collectively, “Representatives"”) full reasonable access during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries respective properties, offices, contracts, books, contractscommitments, commitments records, data and records (including Tax Returns) personnel and, during such period, each of the Company and Acquiror shall, and shall furnish promptly (i) a copy cause each of each reportits respective Subsidiaries to, schedule and other document filed or received by it pursuant make available to the requirements Representatives of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on party all information concerning its business, operationsproperties and personnel as the Company and Acquiror may reasonably request. In connection with due diligence that each of the Company and Acquiror will conduct, propertieseach of the Company, financial conditionAcquiror and its respective Subsidiaries agrees to cooperate fully with all reasonable aspects of the other party’s due diligence process. In this context, cooperation includes making available to the authorized Representatives of the Company or results of operations Acquiror, as the case may be, all policies, procedures, guidelines, training materials, due diligence files, internal and (ii) such external audits, investigative reports, records and other information concerning and materials that such party reasonably requests relevant to such analysis. Each of the Company and Acquiror and each of its Subsidiaries will make reasonably available their personnel, including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing and other areas the other party reasonably considers to be relevant to overall corporate compliance. Notwithstanding the foregoing provisions of this Section 7.2(a), neither the Company, Acquiror, nor any of its respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the foregoing as Childsrights of its customers, Acquiror Parent and Acquiror shall reasonably requestjeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that no the Company or Acquiror, as the case may be, shall use its reasonable best efforts to provide such access or information in a manner that avoids or removes the impediments described in this sentence. The Company or Acquiror, as the case may be, will use its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) The Company and Acquiror will each hold any information obtained or contemplated under Section 7.2(a) above in accordance with the provisions of the confidentiality agreement between the Company and Acquiror, dated as of July 10, 2012 (the “Confidentiality Agreement”). (c) No investigation by the Company, Acquiror or their respective Representatives made pursuant to this Section 7.2 shall affect any representations the representations, warranties, covenants or warranties made herein or the conditions to the obligations agreements of the respective other party set forth in this Agreement. (d) Subject to compliance with applicable Law, from the date hereof until the Effective Time, each party shall confer on a regular and frequent basis with one or more Representatives of the other parties to consummate report operational matters of materiality and the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval general status of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedongoing operations.

Access to Information. The Company and WW shall afford to each of Childs, Acquiror Parent and Acquiror and their its accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full representatives, reasonable access during normal business hours throughout during the period prior to the Effective Time to (a) all of its and its Subsidiaries properties, books, contracts, commitments commitments, records and records auditors of the Company, WW and the Subsidiaries, and (including Tax Returnsb) andall other information concerning the Business and the properties and personnel of the Company, during WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such periodaccess shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the supervision of the Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of the Company or WW. Parent shall furnish promptly (i) a copy of each reportafford Stockholder, schedule the Company and WW, and their respective accountants, counsel and other document filed or received by it pursuant representatives, access during normal business hours during the period prior to the requirements Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any Applicable Law (including without limitation federal photocopying or state securities laws) or filed by it similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the Commission normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, Company, WW or any other Authority Subsidiary in connection with the transactions contemplated by this hereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall cause their respective affiliates and representatives, to comply with the provisions of such Confidentiality Agreement with respect to such information. No information or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning knowledge obtained in any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representations representation or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedwarranty contained herein.

Access to Information. The Company shall, and shall afford to cause each of Childsits Subsidiaries to, Acquiror afford the Representatives of Parent and Acquiror and their accountants, counsel, financial advisors, financing sources and other representatives (the "Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries Subsidiaries’ properties, books, contracts, commitments books and records (including Tax Returnsrecords and information to the extent reasonably necessary to confirm disclosures in the Proxy Statement) andand personnel, during such periodand shall furnish, and shall furnish cause to be furnished, as promptly (i) a copy of each report, schedule as reasonably practicable to Parent consistent with its legal obligations and other document filed or received by it obligations pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such Contracts all other information concerning any of the foregoing Company’s and its Subsidiaries’ business, properties and personnel as Childs, Acquiror Parent and Acquiror shall may reasonably request; provided, however, that no investigation (a) such access shall not unreasonably interfere with the business or operations of the Company and its Subsidiaries, (b) the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client or any other privilege, or expose such party to risk of liability for disclosure of sensitive or personal information (any such information, the “Restricted Information”) (provided that in such instances the Company shall inform Parent of the general nature of the access or information being withheld and, upon Parent’s request, reasonably cooperate with Parent to provide such access or information in a manner that would not result in any of the outcomes described in the foregoing clause (b)) and (c) the Company will be permitted to redact any information or documentation provided to the extent that such information or documentation includes competitively or commercially sensitive information; provided, further, that the Company may restrict the foregoing access to those Persons who have entered into or are bound by a confidentiality agreement with it or who are Representatives of Parent that are permitted to have access to such information in accordance with the terms of the Confidentiality Agreement, and to the extent required by applicable Law or Contract to which the Company or its respective Subsidiaries is a party. In conducting any inspection of any properties of the Company and its Subsidiaries, Parent and its Representatives shall not (i) unreasonably interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Effective Time, Parent and its Representatives shall not have the right to conduct environmental testing or sampling at any of the facilities or properties of the Company or any of its Subsidiaries. All information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement) shall affect continue to be governed by the Confidentiality Agreement which shall remain in full force and effect in accordance with its terms. Nothing in this Section 6.4 shall require the Company to permit the inspection of, or to disclose, any representations Acquisition Proposals (except as required by Section 6.3) or warranties made herein any information regarding or the conditions related to the obligations deliberations of the respective parties Board of Directors of the Company with respect to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary the entry into the Agreement or any materials provided to the Board of Directors of the Company in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedtherewith.

Access to Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full access of Buyer, access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments commitments, records, officers, employees, accountants, counsel and records (including Tax Returns) other representatives and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to Buyer (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal Federal securities laws or Federal or state securities lawsbanking laws (other than reports or documents which the Company is not permitted to disclose under applicable law) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such all other information concerning its business, properties and personnel as Buyer may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the foregoing rights of the Company's customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer shall, and shall cause its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to such information regarding Buyer and its Subsidiaries as Childs, Acquiror Parent and Acquiror shall be reasonably request; provided, however, that no investigation necessary for the Company to fulfill its obligations pursuant to this Section Agreement to assist in the preparation of the Proxy Statement or which may be reasonably necessary for the Company to confirm that the representations and warranties of Buyer contained herein are true and correct and that the covenants of Buyer contained herein have been performed in all material respects. Neither Buyer nor any of its Subsidiaries shall affect be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Buyer's customers, jeopardize any representations attorney-client privilege or warranties made herein contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or the conditions binding agreement entered into prior to the obligations date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the respective parties preceding sentence apply. (c) All information furnished by either party to consummate the transactions contemplated herebyother party or its representatives pursuant hereto shall be treated as the sole property of the delivery party and, if the Merger shall not occur, the receiving party and its representatives shall return to the delivering party all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. Childs, Acquiror Parent and Acquiror shall holdThe receiving party shall, and shall use their reasonable business its best efforts to cause their Representatives its representatives to, keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to holdkeep such information confidential shall continue for ten years from the date the proposed Merger is abandoned and shall not apply to (i) any information which (x) was already in the receiving party's possession prior to the disclosure thereof by the delivering party; (y) was then generally known to the public; or (z) was disclosed to the receiving party by a third party not bound by an obligation of confidentiality or (ii) disclosures made as required by law. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder the receiving party is nonetheless, in strict confidence all non-public documents and the opinion of its counsel, compelled to disclose information furnished concerning delivering party to Childsany tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror receiving party may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval to such tribunal or governmental body or agency without liability hereunder. (d) No investigation by either of Childs' limited partnersthe parties or their respective representatives shall affect the representations, and Childswarranties, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedcovenants or agreements of the other set forth herein.

Access to Information. Company SGI shall afford to each of Childsthe Company and shall cause its independent accountants to afford to the Company, Acquiror Parent and Acquiror and their its accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full representatives, reasonable access during normal business hours throughout during the period prior to the Effective Time Closing to all information concerning SGI, as the Company may reasonably request, provided that SGI shall not be required to disclose any information which it is legally required to keep confidential. The Company will not use such information for purposes other than this Agreement and will otherwise hold such information in confidence (and the Company will cause its consultants and advisors also to hold such information in confidence) until such time as such information otherwise becomes publicly available, and in the event of termination of this Agreement for any reason the Company shall promptly return, or cause to be returned, to the disclosing party all documents obtained from SGI, and any copies made of such documents, extracts and copies thereof. The Company shall afford to SGI and the SGI Stockholders and shall cause its independent accountants to afford to SGI and the SGI Stockholders, and their accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to all of its and its Subsidiaries the Company's properties, books, contracts, commitments and records (including Tax Returns) and, during and to the audit work papers and other records of the Company's independent accountants. During such period, the Company shall use reasonable efforts to furnish promptly (i) a copy of each report, schedule to SGI and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) SGI Stockholders such other information concerning any of the foregoing Company as Childs, Acquiror Parent SGI and Acquiror shall the SGI Stockholders may reasonably request; provided, however, provided that no investigation pursuant the Company shall not be required to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that which it is legally required by Applicable Law to keep confidential. SGI and the SGI Stockholders will not use such information for purposes other than this Agreement and will otherwise hold such information in confidence (and SGI and the SGI Stockholders will cause their respective consultants and advisors also to hold such information in confidence) until such time as such information otherwise becomes publicly available, and in the event of termination of this Agreement for any reason SGI and the SGI Stockholders shall promptly return, or cause to be disclosedreturned, to the disclosing party all documents obtained from the Company, and any copies made of such documents, extracts and copies thereof.

Access to Information. (a) During the period from the date of this Agreement through the Effective Time (the “Pre-Closing Period”), the Company and each of its Subsidiaries shall afford to the Buyer and its Subsidiaries and each of Childs, Acquiror Parent and Acquiror and their accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Representatives") full access during normal business hours throughout the period prior of Buyer, reasonable access, and permit them to the Effective Time to make such inspections as they may reasonably require of all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including engineering records and Tax ReturnsReturns and the work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, the Company shall, and shall furnish cause its Subsidiaries to promptly (i) a copy make available to Buyer all personnel of each report, schedule and other document filed the Company or received its Subsidiaries knowledgeable about matters relevant to such inspections as reasonably requested by it Buyer. No investigation pursuant to the requirements this Section 5.1 shall affect any representation or warranty in this Agreement of any Applicable Law (including without limitation federal party hereto or state securities laws) or filed any condition to the obligations of the parties hereto. All information obtained by it Buyer and its representatives pursuant to this Section 5.1 shall be kept confidential in accordance with the Commission or any other Authority in connection Confidentiality Agreement dated July 12, 2004 between Buyer and the Company (the “Confidentiality Agreement”). (b) The Company agrees to provide Buyer and its agents and representatives with reasonable access to its employees during normal working hours following the date of this Agreement, and after consultation with the transactions contemplated by this Agreement or which may have a material effect on its businessCompany to, operationsamong other things, properties, financial condition, or results deliver offers of operations continued employment contingent upon Closing and (ii) to provide information to such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably requestemployees about Buyer; provided, however, that no investigation pursuant the Company and its agents and representatives shall be permitted to this Section shall affect any representations or warranties made herein or participate in such activities. (c) During the conditions to Pre Closing Period, the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall holdCompany shall, and shall use their reasonable business efforts cause its Subsidiaries to, permit Buyer’s senior officers to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection meet during normal working hours with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent controller and Acquiror other officers of the Company responsible for the Company’s financial statements and the internal controls of the Company and its Subsidiaries to discuss such matters as Buyer may disclose such information as may be deem necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law or appropriate for Buyer to be disclosedsatisfy its obligations under the Sarbanes Oxley Act.

Access to Information. Company (a) From and after the consummation of the Pinnacle Merger until the earlier of the Closing or the termination of this Agreement in accordance with its terms, CEH LLC shall cause Pinnacle to (i) afford to each of Childsthe Company, Acquiror Parent and Acquiror the Designated Representative and their accountantsrespective Advisors, counsel, financial advisors, financing sources and other representatives (the "Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time Pinnacle's properties (including access to all of its existing real property appraisals and its Subsidiaries propertiesexisting Phase I environmental reports), books, contracts, commitments and records; (ii) furnish the Company, the Designated Representative and their respective Advisors with copies of all such contracts, books and records and other existing documents and data as the Company, the Designated Representative and/or their respective Advisors may reasonably request; (iii) make available during normal business hours to their respective Advisors the appropriate individuals (including Tax Returns) andmanagement personnel, during such periodattorneys, shall furnish promptly (i) a copy of each report, schedule accountants and other document filed or received by it pursuant to the requirements professionals) for discussion of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its Pinnacle's business, operations, properties, financial condition, prospects and personnel as the Company or results of operations the Designated Representative may reasonably request; and (iiiv) furnish the Company, the Designated Representative and their respective Advisors with such additional financial, operating and other data and information concerning any of Pinnacle and its Subsidiaries as the foregoing Company, the Designated Representative and/or their respective Advisors may reasonably request and as Childs, Acquiror Parent and Acquiror shall may be reasonably requestavailable to Pinnacle; provided, however, that no investigation except as provided in Section 15.15, nothing in this Section 10.4(a) or otherwise shall require CEH LLC or Pinnacle to furnish to the Company or their respective Advisors any materials prepared by Pinnacle's or CEH LLC's financial advisors or legal advisors. (b) The Company shall keep all information disclosed to the Persons identified in clause (a) above pursuant to this Section shall affect any representations or warranties made Agreement confidential in accordance with the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary contained herein or in the conditions Confidentiality Agreement, the parties hereto and each of their respective employees, representatives or other agents, are permitted to disclose to any and all Persons, without limitations of any kind, the obligations tax treatment and tax structure of the respective parties to consummate the transactions contemplated hereby. Childshereby and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such parties related to such tax treatment and tax structure; provided, Acquiror Parent however, that the foregoing permission to disclose the tax treatment and Acquiror shall hold, tax structure does not permit the disclosure of any information that is not relevant to understanding the tax treatment or tax structure of the transactions contemplated hereby (including the identity of any party and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror the amounts paid in connection with the transactions contemplated by this Agreementtransactions); provided, except further, however, that Childs, Acquiror Parent the tax treatment and Acquiror may disclose such information as may tax structure shall be kept confidential to the extent necessary in connection to comply with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedfederal or state securities laws.

Access to Information. (a) Subject to the Confidentiality Agreement and applicable Law, the Company shall afford to each of Childs, Acquiror (i) give Parent and Acquiror Merger Sub and their accountantsRepresentatives reasonable access (during regular business hours upon reasonable notice) to such employees, counselplants, financial advisorsoffices, financing sources warehouses and other representatives (the "Representatives") full access during normal business hours throughout the period prior facilities at reasonable times and to the Effective Time to all of its and its Subsidiaries properties, such books, contracts, commitments and records (including Tax Returns) andof the Company and its Subsidiaries as Parent may reasonably request and instruct the Company’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, during (ii) permit Parent and Merger Sub to make such periodinspections as they may reasonably require, shall (iii) cause its officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information with respect to the business, properties, litigation matters, personnel and environmental compliance of the Company and its Subsidiaries as Parent or Merger Sub may from time to time reasonably request (including any final revenue summary and final summary monthly financial reporting package that is provided to the Company’s senior executive managers and a monthly discussion of such materials with the Company’s senior executive managers), and (iv) furnish promptly (i) to Parent and Merger Sub a copy of each report, schedule and other document filed or received by it the Company or any of its Subsidiaries during such period pursuant to the requirements of any Applicable Law (including without limitation the federal or state securities lawsLaws. The Company shall: (i) keep Parent promptly informed of (A) any material communication (written or filed by it oral) with or from the Commission or FDA and any other Regulatory Authority in connection with and (B) any material communications (written or oral) received from any Person challenging the transactions contemplated by this Agreement validity or which may have a material effect on its business, operations, properties, financial condition, or results ownership the Intellectual Property of operations the Company and (ii) not make any written submissions relating to product approvals or any other material submissions to the FDA or any other Regulatory Authority without prior disclosure to Parent of the details of such submissions. Notwithstanding the foregoing, the Company shall not be obligated to provide such access, inspections, data or other information concerning to the extent that to do so (x) may cause a waiver of an attorney-client privilege, loss of attorney work product protection or loss or waiver of any of the foregoing as Childsother legal privilege, Acquiror Parent and Acquiror shall reasonably requestor (y) would violate a confidentiality or other contractual obligation to any Person; provided, however, that no investigation the Company shall use its reasonable best efforts to obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, inspections, data or other information to Parent and Merger Sub in compliance with applicable Law. In addition, the Company and its officers and employees shall reasonably cooperate with Parent in Parent’s efforts to comply with the rules and regulations affecting public companies, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. No review pursuant to this Section 5.03(a) shall affect or be deemed to modify any representations representation or warranties made herein warranty contained herein, the covenants or agreements of the parties hereto or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by hereto under this Agreement, except that Childs, Acquiror . (b) Information obtained by Parent and Acquiror may disclose such information as may or Merger Sub pursuant to Section 5.03(a) shall be necessary in connection with seeking all Governmental Authorizations and any required approval subject to the provisions of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedthe Confidentiality Agreement.

Access to Information. Subject to Applicable Laws relating to the exchange of information and the terms of the Confidentiality Agreement by and between Parent and the Company dated January 23, 2007 (the “Confidentiality Agreement”), upon reasonable notice, the Company shall, and shall cause its Subsidiaries to, afford to each of ChildsParent’s officers, Acquiror Parent and Acquiror and their directors, employees, accountants, counsel, financial advisorsconsultants, financing sources advisors and other representatives agents (“Representatives”) reasonable access to and the "Representatives") full access right to reasonably inspect, during normal business hours throughout the period prior to the Effective Time to hours, all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operationsReal Property, properties, financial conditionassets, or results of operations records, Contracts and (ii) such other information concerning any documents related to the Company and its Subsidiaries, and shall permit them to consult with the officers, employees, accountants, counsel and agents of the foregoing as Childs, Acquiror Parent Company and Acquiror shall reasonably requestits Subsidiaries; provided, however, that for the avoidance of doubt, Parent and Parent’s Representatives (including environmental consultants) shall not be allowed to undertake any invasive environmental investigations, which means for the sake of clarity, no sampling of the environment, including soil, groundwater, surface water, sediments or air emissions or building materials at the Real Property. Subject to Applicable Laws, the Company shall furnish to Parent all such material documents and copies of material documents and records and information with respect to the Company and its Subsidiaries and copies of any working papers relating thereto as Parent may reasonably request and which can be provided without undue expense. All requests for access to individuals and information under this Section 5.2 shall be directed solely to ▇▇▇▇▇▇ ▇▇▇▇▇▇ or such persons as he may designate. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any Applicable Laws. Any such investigation pursuant to this Section 5.2 shall affect any representations be conducted in such a manner as not to interfere unreasonably with the business or warranties made herein or the conditions to the obligations operations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent Company and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedits Subsidiaries.

Access to Information. Company shall afford (a) SJNB will afford, upon reasonable notice, to each of Childs, Acquiror Parent GBB and Acquiror and their accountantsits representatives, counsel, financial advisorsaccountants, financing sources agents and other representatives (the "Representatives") full employees reasonable access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries their business, operations, properties, books, contracts, commitments files and records and will do everything reasonably necessary to enable GBB and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, assets and properties of SJNB and the SJNB Subsidiaries and the condition thereof and to update such examination at such intervals as GBB shall deem appropriate. Such examination shall be conducted in cooperation with the officers of SJNB and the SJNB Subsidiaries and in such a manner as to minimize any disruption of, or interference with, the normal business operations of SJNB and the SJNB Subsidiaries. Upon the request of GBB, SJNB will request KPMG to provide reasonable access to representatives of PwC working on behalf of GBB to auditors' work papers with respect to the business and properties of SJNB and the SJNB Subsidiaries, including tax accrual work papers prepared for SJNB and the SJNB Subsidiaries during the preceding 60 months, other than (including Tax Returnsa) andbooks, during records and documents covered by the attorney-client privilege, or that are attorneys' work product, and (b) books, records and documents that SJNB or the SJNB Subsidiaries are legally obligated to keep confidential. No examination or review conducted under this section shall constitute a waiver or relinquishment on the part of GBB of the right to rely upon the representations and warranties made by SJNB herein; provided, that GBB shall disclose to SJNB any fact or circumstance it may discover which GBB believes renders any representation or warranty made by SJNB hereunder incorrect in any respect. GBB covenants and agrees that it, its Subsidiaries, and their respective representatives, counsel, accountants, agents and employees will hold in strict confidence all documents and information concerning SJNB and the SJNB Subsidiaries so obtained from any of them (except to the extent that such perioddocuments or information are a matter of public record or require disclosure in the Joint Proxy Statement and Prospectus or any of the public information of any applications required to be filed with any Governmental Entity to obtain the approvals and consents required to effect the transactions contemplated hereby), and if the transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents shall be returned to SJNB. (b) A representative of GBB, selected by GBB in its sole discretion, shall furnish promptly be authorized and permitted to review each loan, lease, or other credit funded or renewed by SJNB or the SJNB Subsidiaries after the date hereof, and all information associated with such loan, lease or other credit, such review to take place, if possible, on SJNB's premises. (c) A representative of GBB, selected by GBB in its sole discretion, shall be permitted by SJNB and the SJNB Subsidiaries to attend all regular and special Board of Directors and committee meetings of SJNB and the SJNB Subsidiaries from the date hereof until the Effective Time of the Merger; provided, however, that the attendance of such representative shall not be permitted (i) a copy at any meeting, or portion thereof, for the sole purpose of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with discussing the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, the obligations of SJNB under this Agreement or results of operations and (ii) such other information concerning during the course of any meeting upon the determination of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, Board of Directors (following consultation with outside counsel) that no investigation pursuant to this Section shall affect any representations such attendance would be inappropriate or warranties made herein or the conditions to the obligations in violation of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childsdirectors' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedfiduciary duties.

Access to Information. Prior to the Closing Date, the Company shall, and the Company shall cause its Subsidiaries to, afford to each of Childs, Acquiror Parent and Acquiror its officers, employees and representatives (including its legal advisors and accountants), all reasonable access, upon reasonable notice, to any of the properties, businesses and operations of the Company and its Subsidiaries (including Owned Real Property or leased real property and the buildings, structures, fixtures, appurtenances and improvements erected attached or located thereon), books and records of the Company and its Subsidiaries (including financial information and statements, accounting and Tax-related records and working papers and data in the possession of the Company, any of its Subsidiaries or any of their independent public accountants, counselinternal audit reports, financial advisorsand “management letters” from such accountants with respect to the Company’s systems of internal control), financing sources in each case as Parent reasonably requests, and Parent and its officers, employees and representatives (including its legal advisors and accountants) shall be permitted to make extracts and copies of such books and records at its own expense. Any such access shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall use commercially reasonable efforts to provide Parent access, to the officers, employees, consultants, agents, accountants, attorneys and other representatives (of the "Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its Company and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it cooperate in good faith with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to holdParent’s representatives, in strict confidence all non-public documents each case for purposes of integration and information furnished to Childs, Acquiror Parent retention planning and Acquiror in connection for other valid business purposes associated with the transactions contemplated by this Agreement, except that Childs, Acquiror and Parent and Acquiror its representatives shall cooperate with the Company and its representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound; provided, however, that the Company shall request, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable request. The Company does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.1 other than as otherwise expressly provided under this Agreement. The information provided pursuant to this Section 7.1 will be used solely for the purpose of effecting the Transactions and related disclosure requirements. Notwithstanding anything to the contrary contained herein, prior to the Closing, (a) other than in the ordinary course of business of Parent or any of its Affiliates with respect to matters not involving the Company or its Subsidiaries, Parent shall not contact any suppliers to, or customers of, the Company or any Subsidiary without the Company’s prior written consent which may disclose such information as not be unreasonably withheld, (b) Parent shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries without the prior written consent of the Company (which consent may be necessary withheld for any reason) and (c) the Company’s and its Subsidiaries’ obligations hereunder with respect to third parties shall be limited to using commercially reasonable efforts. Notwithstanding the foregoing, any assistance or access related to or in connection with seeking all Governmental Authorizations the Financing (including the delivery of financial information and any required approval statements, accounting and Tax-related records and working papers and data in the possession of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required the Company) shall be governed exclusively by Applicable Law to be disclosedSection 7.13.

Access to Information. (a) Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice, the Company shall afford to each of Childs(i) give Parent, Acquiror Parent and Acquiror Merger Sub and their respective officers, employees, accountants, counsel, financial advisors, financing sources and other agents and representatives (the "Representatives") full access access, during normal business hours throughout the period prior to the Effective Time hours, to all of its and its Subsidiaries propertiesbuildings, booksoffices, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed facilities and to all Books and Records of the Company, whether located on the premises of the Company or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and at another location; (ii) permit Parent and Merger Sub to make such inspections as they may require; (iii) cause its officers to furnish Parent and Merger Sub such financial, operating, technical and product data, and other information concerning any with respect to the business and Assets and Properties of the foregoing Company as Childs, Acquiror Parent and Acquiror shall Merger Sub from time to time may reasonably request, including financial statements and schedules; (iv) allow Parent and Merger Sub the opportunity to interview such employees and other personnel and Affiliates of the Company with the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed; and (v) assist and cooperate with Parent and Merger Sub in the development of integration plans for implementation by Parent and the Surviving Corporation following the Effective Time; provided, however, that no investigation pursuant to this Section 6.3(a) shall affect or be deemed to modify any representations representation or warranties warranty made herein or by the conditions Company herein. Materials furnished to the obligations of the respective parties Parent pursuant to consummate this Section 6.3(a) may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby. Childs, Acquiror Parent . (b) Between the date of this Agreement and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by earlier of the Effective Time or the termination of this Agreement, except that Childsupon reasonable notice, Acquiror the Parent shall (i) give the Company and its respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access, during business hours, to all buildings, offices, and other facilities and to all Books and Records of the Parent and Acquiror Merger Sub, whether located on the premises of the Parent or at another location; (ii) permit the Company to make such inspections as it may disclose require; (iii) cause its officers to furnish the Company such information as may be necessary in connection with seeking all Governmental Authorizations financial, operating, technical and any required approval of Childs' limited partnersproduct data, and Childs, Acquiror other information with respect to the business and Assets and Properties of the Parent and Acquiror Merger Sub as the Company from time to time may disclose reasonably request, including financial statements and schedules; and (iv) allow the Company the opportunity to interview such employees and other personnel and Affiliates of the Parent with the Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that no investigation pursuant to this Section 6.3(b) shall affect or be deemed to modify any information that is required representation or warranty made by Applicable Law to be disclosedthe Parent or Merger Sub herein.

Access to Information. Company shall afford to each of Childs, Acquiror Parent and Acquiror Subsidiary and their respective accountants, counsel, financial advisors, financing sources and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments commitments, and records (including including, but not limited to, Tax Returns) and, and during such period, period shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) one another such other information concerning any of their respective businesses, properties, and personnel as Parent or Subsidiary or Company, as the foregoing as Childscase may be, Acquiror Parent and Acquiror shall reasonably request; provided, however, provided that no investigation pursuant to this Section 7.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyMerger. Childs, Acquiror Parent and Acquiror its subsidiaries shall hold, hold and shall use their reasonable business best efforts to cause their the Parent Representatives to hold, and Company shall hold and shall use its best efforts to cause Company Representatives to hold in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror Subsidiary or to Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that ChildsParent, Acquiror Parent Subsidiary, and Acquiror Company may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partnersthe Parent Required Statutory Approvals, Company Required Statutory Approvals, and ChildsCompany Shareholders' Approval, Acquiror Parent and Acquiror Parent, Subsidiary, and Company may disclose any information that any of them is required by Applicable Law law or judicial or administrative order to disclose; provided that the party required to disclose such information shall provide the other parties with adequate prior notice to such effect, and such party shall cooperate with any other party which wishes to obtain a protective order or injunction covering such information. In the event that this Agreement is terminated in accordance with its terms, each party shall promptly re-deliver to the other all non-public written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts, or other reproductions, in whole or in part, of such written material. In such event, all documents, memoranda, notes, and other writing whatsoever prepared by Parent or Company based on the information in such material shall be discloseddestroyed (and Parent and Company shall use their respective best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda, and notes), and such destruction (and best efforts) shall be certified, in writing, by an authorized officer supervising such destruction. Company shall promptly advise Parent, and Parent shall promptly advise Company in writing, of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have any material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations, or prospects of Company or Parent and its subsidiaries, taken as a whole.

Access to Information. Company (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (of the "Representatives") full access other party, reasonable access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments commitments, records, officers, employees, accountants, counsel and records (including Tax Returns) other representatives and, during such period, it shall, and shall furnish promptly (i) a copy of each reportcause its Subsid- iaries to, schedule and other document filed or received by it pursuant make available to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with other party all information concerning its business, properties and personnel as the Commission other party may reasonably request; provided, that nothing herein shall require Newcourt or any other Authority in connection with of the Newcourt Subsidiaries to disclose any information to CIT that would cause significant competitive harm to Newcourt or its affiliates if the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and are not consummated (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request"Restricted Information"); providedprovided further, however, that no investigation pursuant to this each of the individuals listed in Section 7.2 of the Newcourt Disclosure Schedule shall affect any representations or warranties made herein or the conditions be permitted access to the obligations Restricted Information of Newcourt if, but only if, such individual has executed and delivered to Newcourt an agreement (a) to be bound by the respective Confidentiality Agreement and (b) not to disclose to any other person the Restricted Information. CIT shall cause each such individual to comply strictly with the terms of such agreement to which such individual is a party and CIT shall be responsible for any failure by any such individual to comply with the terms of such agreement. Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of its customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall hereto will use their reasonable business best efforts to cause their Representatives (x) mitigate any restrictions pursuant to hold, the preceding sentence and (y) make appropriate substitute disclosure arrangements under circumstances in strict confidence all non-public documents and which such restrictions cannot be so mitigated. (b) All information furnished to Childseither party pursuant to Section 7.2(a) shall be subject to, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such party shall hold all such information as may be necessary in connection with seeking all Governmental Authorizations confidence in accordance with, the provisions of the confidentiality agreement, dated February 24, 1999 (the "Confidentiality Agreement"), between Newcourt and any required approval CIT. (c) No investigation by either of Childs' limited partnersthe parties or their respective representatives shall affect the representations, and Childswarranties, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedcovenants or agreements of the other set forth herein.

Access to Information. (a) From the date hereof until the Closing, upon reasonable notice, the Company shall, and shall afford cause each Subsidiary to each of Childs, Acquiror Parent and Acquiror and their accountants, counsel, financial advisors, financing sources and other representatives (the "Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule afford the Purchaser and other document filed or received by it pursuant its authorized representatives reasonable access to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operationsoffices, properties, financial condition, or results books and records and key employees of operations the Company and each Subsidiary and (ii) furnish to the Purchaser such additional financial and other information concerning any of regarding the foregoing Company and the Subsidiaries as Childs, Acquiror Parent and Acquiror shall the Purchaser may from time to time reasonably request; provided, however, that no investigation pursuant any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Company’s or a Subsidiary’s personnel and in such a manner as not to this Section unreasonably interfere with the normal operations of the businesses of the Company and the Subsidiaries. The Purchaser acknowledges and agrees that all notices of requests by the Purchaser or its authorized representatives for access to offices, properties or books or records of the Company or any Subsidiary or additional financial and other information shall affect any representations be directed solely to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or warranties made herein or the conditions such other person as he may designate and approve. Notwithstanding anything to the obligations of contrary in this Agreement, neither the respective parties Company nor any Subsidiary shall be required to consummate disclose any information to the Purchaser if such disclosure could, in the Company’s reasonable business judgment, (x) cause material competitive harm to the Company and the Subsidiaries, on a consolidated basis, if the transactions contemplated hereby. Childshereby are not consummated, Acquiror Parent (y) jeopardize any attorney-client or other legal privilege or (z) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. (b) The Purchaser shall cause the Company and Acquiror shall hold, the Subsidiaries to retain their respective books and records for a period of seven years following the Closing and shall use make such books and records available to the Stockholders and their agents and representatives upon reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror request in connection with a specified purpose reasonably requiring access to such books and records (other than disputes between the transactions contemplated by this Agreement, except that Childs, Acquiror Parent parties). The Stockholders shall cause Travel Main and Acquiror may disclose its subsidiaries to retain their respective books and records for a period of seven years following the Closing and shall make such information as may be necessary books and records available to the Purchaser and its agents and representatives upon reasonable request in connection with seeking all Governmental Authorizations a specified purpose reasonably requiring access to such books and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedrecords.

Access to Information. Company (a) From the date of this Agreement until the Closing, Parent shall afford to each of Childs, Acquiror Parent and Acquiror cause the Companies and their accountantsrespective officers, counseldirectors, financial advisorsemployees, financing sources agents, representatives, accountants and other representatives (the "Representatives") full access during normal business hours throughout the period prior counsel to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy afford the Purchaser and its authorized representatives reasonable access, subject to the Confidentiality Agreement and applicable Laws relating to the sharing of information, to the offices and properties of each report, schedule Company and other document filed or received by it pursuant to on Parent’s premises the requirements Books and Records of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations each Company and (ii) make available to the officers, employees, and authorized agents and representatives of the Purchaser, on Parent’s premises, such additional financial and operating data and other information concerning any of regarding the foregoing Companies (or copies thereof) as Childs, Acquiror Parent and Acquiror shall the Purchaser may from time to time reasonably request; provided, however, that no investigation that: (A) any such access or availability shall be provided at the Purchaser’s expense, during normal business hours upon reasonable advance notice to Parent, under the supervision of Parent’s personnel and in such a manner as not to interfere with the normal operations of the Companies; (B) all requests by the Purchaser for access or availability pursuant to this Section 5.02 shall affect be submitted or directed exclusively to an individual to be designated by Parent; and (C) Parent and the Companies shall not be required to provide any representations Books and Records or warranties made herein reports based thereon that they do not maintain or prepare in the ordinary course of their business. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to disclose any information to the Purchaser if such disclosure would, in Parent’s sole discretion, (i) cause significant competitive harm to Parent or the conditions to the obligations of the Companies and their respective parties to consummate businesses if the transactions contemplated hereby. Childshereby are not consummated, Acquiror (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. (b) In order to facilitate the resolution of any claims made against or incurred by Parent relating to the Companies and Acquiror their respective businesses, for a period of seven years after the Closing, Master LLC shall hold(i) retain the Books and Records relating to the Companies relating to periods prior to the Closing, and (ii) upon reasonable advance notice, afford the officers, employees, agents and representatives of Parent reasonable access (including the right to make, at Parent’s expense, photocopies), during normal business hours, to such Books and Records. (c) In order to facilitate the resolution of any claims made against or incurred by Master LLC or the Companies, for a period of seven years after the Closing, Parent shall use their reasonable business efforts (i) retain the Books and Records relating to cause their Representatives the Companies relating to hold, in strict confidence all non-public documents and information furnished periods prior to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partnersClosing which shall not otherwise have been delivered to Master LLC or the Companies, and Childs(ii) upon reasonable advance notice, Acquiror Parent afford the officers, employees, agents and Acquiror may disclose any information that is required by Applicable Law representatives of Master LLC reasonable access (including the right to be disclosedmake, at Master LLC’s expense, photocopies), during normal business hours, to such Books and Records.

Access to Information. Company shall afford to each of Childs(a) To the extent permitted by applicable law, Acquiror Parent and Acquiror and their accountantsfrom the date hereof until the Effective Time, MAI will give DHS, its counsel, financial advisors, financing sources auditors and other authorized representatives (the "Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operationsoffices, properties, books and records of MAI and its Subsidiaries, will furnish to DHS, its counsel, financial conditionadvisors, or results of operations auditors and (ii) other authorized representatives such financial and operating data and other information concerning any as such Persons may reasonably request and will instruct MAI's employees, auditors, counsel and financial advisors to cooperate with DHS in its investigation of the foregoing as Childs, Acquiror Parent business of MAI and Acquiror shall reasonably requestits Subsidiaries; provided, however, that no investigation pursuant to this Section 5.06(a) shall affect any representations representation or warranties warranty made herein or the conditions by MAI to DHS hereunder. The foregoing information shall be held in confidence to the obligations extent required by, and in accordance with, the provisions of the respective parties confidentiality agreement between DHS and MAI (the "CONFIDENTIALITY AGREEMENT"). (b) To the extent permitted by applicable law, from the date hereof until the Effective Time, DHS will give MAI, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to consummate the transactions contemplated herebyoffices, properties, books and records of DHS and its Subsidiaries, will furnish to MAI, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and will instruct DHS' employees, auditors, counsel and financial advisors to cooperate with MAI in its investigation of the business of DHS and its Subsidiaries; provided, however, that no investigation pursuant to this Section 5.06(b) shall affect any representation or warranty made by DHS to MAI hereunder. Childs, Acquiror Parent and Acquiror Such information shall holdbe held in confidence to the extent required by, and shall use their reasonable business efforts to cause their Representatives to holdin accordance with, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Confidentiality Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed.

Access to Information. Subject to applicable law, the Company shall afford to each of Childs, Acquiror Parent and Acquiror and their its accountants, counsel, financial advisors, financing sources counsel and other representatives representatives, reasonable access (the "Representatives") full access during normal regular business hours throughout upon reasonable notice) during the period from the date hereof and prior to the Effective Time to to: (i) all of its and its Subsidiaries the properties, books, contracts, commitments and records of the Company and its Subsidiaries, including all Company Intellectual Property (including Tax Returns) andaccess to source code, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant but not to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other detailed information concerning any of the foregoing as Childsdesign processes, Acquiror Parent and Acquiror shall reasonably requestdesign specifications, product roadmaps or similar highly sensitive Company Intellectual Property; provided, however, that no investigation pursuant (1) access to this Section source code shall affect any representations or warranties made herein or only occur on the conditions to the obligations premises of the respective parties Company in Monrovia, California on Company computers designated by the Company for such purposes and, at the Company’s election, under the supervision of a representative or representatives of the Company; (2) Parent shall provide at least forty-eight hours written notice of its request for such access, including in such notice whether Parent desires to consummate the transactions contemplated hereby. Childshave Company engineering personnel available, Acquiror as provided in subpart 4; (3) Parent and Acquiror its representatives shall holdbe permitted to take notes during such access provided that (A) on each day such notes are taken, Company shall be provided with such notes in order to make and retain copies thereof and (B) such notes and the contents of such notes may not be disclosed by Parent or its representatives other than to Parent personnel and representatives who have a need to know the contents of such notes for purposes of preparing to integrate the Company Products with Parent offerings as of the Effective Time; and (4) such access shall be permitted for up to fifteen days (which need not be consecutive) selected by Parent in accordance with the requirements hereof (provided, however, that for up to five of the fifteen days selected by Parent, Company engineering personnel with knowledge of those product components and/or topics designated by Parent in its notice shall be required to be on hand to answer questions, unless Company notifies Parent prior to such day that such engineering personnel are unavailable, in which case the parties shall work in good faith to schedule another day that is mutually agreeable)), and shall use their reasonable business efforts all capitalization and equity compensation information that is necessary for Parent to cause their Representatives promptly comply with the requirements of Statement of Financial Accounting Standards 123 (revised 2004) “Share-Based Payments” promulgated by the Financial Accounting Standards Board, (ii) all other information concerning the business, properties and personnel (subject to holdrestrictions imposed by applicable law) of the Company and its Subsidiaries as Parent may reasonably request, in strict confidence and (iii) all non-public documents Employees of the Company and information furnished its Subsidiaries as reasonably requested by Parent. The Company agrees to Childs, Acquiror promptly provide to Parent and Acquiror in connection with the transactions contemplated by this Agreementits accountants, except that Childs, Acquiror Parent counsel and Acquiror may disclose other representatives copies of such information internal financial statements (including Tax Returns and supporting documentation) as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedreasonably requested.

Access to Information. (a) From the date of this Agreement until the Effective Time, the Company shall afford to will, and will cause its subsidiaries, and each of Childstheir respective officers, Acquiror Parent and Acquiror and their accountantsdirectors, employees, counsel, financial advisors, financing sources advisors and other representatives (collectively, the "Company Representatives") full access to, give Parent and Merger Sub and ----------------------- their respective officers, employees, counsel, advisors and representatives (collectively, the "Parent Representatives") reasonable access, during normal ---------------------- business hours throughout hours, to the period offices and other facilities and to the books and records of the Company and its subsidiaries and will cause the Company Representatives and the Company's subsidiaries to furnish Parent, Merger Sub and the Parent Representatives to the extent available with such financial and operating data and such other information with respect to the business and operations of the Company and its subsidiaries as Parent and Merger Sub may from time to time reasonably request. The Company shall furnish to Parent and Merger Sub prior to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) filing a copy of each report, schedule schedule, registration statement and other document to be filed or received by it or its subsidiaries during such period pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws. (b) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no No investigation pursuant to this Section 5.2 shall affect any representations representation or warranties made herein warranty in this Agreement of the Company or the conditions any condition to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and hereto. (c) All information furnished to Childs, Acquiror Parent or Merger Sub or the Parent Representatives shall be deemed "Evaluation Material" under the Confidentiality Agreement between Parent and Acquiror in connection with the transactions contemplated Company dated October 30, 2000 (the "Confidentiality Agreement") and Parent shall cause Merger Sub and the Parent ------------------------- Representatives to honor and be bound by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose Parent's obligations thereunder. (d) Each of the parties will use its reasonable best efforts to obtain from applicable Canadian securities regulatory authorities such information orders or rulings as may be necessary so that, after the Effective Time, any requirements of applicable Canadian securities legislation (including the rules and published policies of the regulators) that might otherwise restrict transactions, activities or relationships between IVI Checkmate Ltd. and Parent or any affiliate of Parent or that might require public disclosure by or in connection with seeking all Governmental Authorizations and any required approval respect of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to IVI Checkmate Ltd. shall no longer be disclosedapplicable.

Access to Information. (a) Between the date hereof and the Effective Time and subject to applicable Law, the Company shall afford to each of Childs, Acquiror will give Parent and Acquiror Merger Sub and their accountants, authorized representatives (including counsel, financial advisors, financing sources accountants, consultants and auditors) reasonable access to all employees, plants, offices, warehouses and other representatives facilities and to all books and records of the Company and its subsidiaries, will permit Parent and Merger Sub to make such inspections as Parent and Merger Sub may reasonably require, and will cause the Company's officers and those of its subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information in respect of the business, properties and personnel of the Company and its subsidiaries as Parent or Merger Sub may from time to time reasonably request, provided that no investigation pursuant to this Section 5.3(a) shall affect or be deemed to modify any of the representations or warranties made by the Company; provided, however, that nothing contained in this Section 5.3 shall be interpreted to require the Company or any of its subsidiaries to disclose any source code or any information which it is prohibited from disclosing pursuant to the terms of a confidentiality undertaking to a third party. (b) Between the "Representatives") full access during normal business hours throughout the period prior to date hereof and the Effective Time and subject to applicable Law, Parent and Merger Sub will give the Company and its authorized representatives (including counsel, financial advisors, accountants, consultants and auditors) reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of Parent and its subsidiaries, will permit the Company to make such inspections as the Company may reasonably require, and will cause Parent's officers and those of its subsidiaries to furnish the Company with such financial and operating data and other information in respect of the business, properties and personnel of Parent and its Subsidiaries propertiessubsidiaries as the Company may from time to time reasonably request, booksprovided that no investigation pursuant to this Section 5.3(b) shall affect or be deemed to modify any of the representations or warranties made by Parent; provided, contractshowever, commitments and records (including Tax Returns) and, during such period, that nothing contained in this Section 5.3 shall furnish promptly (i) a copy be interpreted to require Parent or any of each report, schedule and other document filed its subsidiaries to disclose any source code or received by any information which it is prohibited from disclosing pursuant to the requirements terms of any Applicable Law a confidentiality undertaking to a third party. (including without limitation federal or state securities lawsc) or filed by it with Each of Parent, Merger Sub and the Commission or any Company will hold and will cause its authorized representatives to hold in confidence all documents and information furnished to the other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to the terms of that certain Non-Disclosure Agreement entered into between the Company and Parent dated May 6, 2002 (the "NON-DISCLOSURE AGREEMENT"), which shall survive any termination of this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, Agreement in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror respects in connection accordance with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedits terms.

Access to Information. Company shall afford to each of Childs(a) Between the date hereof and the Effective Time, Acquiror Fusion will give Parent and Acquiror the Merger Subsidiary and their accountants, authorized representatives (including counsel, financial advisors, financing sources advisors and other representatives (the "Representatives"auditors) full reasonable access during normal business hours throughout to all employees, offices and other facilities and to all books and records of Fusion and its subsidiaries, will permit Parent and the period prior Merger Subsidiary to make such inspections as Parent and the Merger Subsidiary may reasonably require and will cause Fusion's officers and those of its subsidiaries to furnish Parent with such financial and operating data and other information with respect to the business, properties and personnel of Fusion and its subsidiaries as Parent or the Merger Subsidiary may from time to time reasonably request, provided that no investigation pursuant to this Section 5.3(a) shall affect or be deemed to modify any of the representations or warranties made by Fusion in this Agreement. (b) Between the date hereof and the Effective Time Time, Parent and the Merger Subsidiary will give Fusion and its authorized representatives (including counsel, financial advisors and auditors) reasonable access during normal business hours to all employees, plants, offices, warehouses and other facilities and to all books and records of Parent and its subsidiaries, will permit Fusion to make such inspections as Fusion may reasonably require and will cause Parent's officers and those of its subsidiaries to furnish Fusion with such financial and operating data and other information with respect to the business, properties and personnel of Parent and its Subsidiaries propertiessubsidiaries as Fusion may from time to time reasonably request, booksprovided that no investigation pursuant to this Section 5.3(b) shall affect or be deemed to modify any of the representations or warranties made by Parent or the Merger Subsidiary in this Agreement. (c) Between the date hereof and the Effective Time, contracts, commitments and records (including Tax Returns) and, during such period, Fusion shall furnish promptly (i) a copy of each reportto Parent and the Merger Subsidiary, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it concurrently with the Commission deliveries thereof to management or any other Authority Fusion Board, such monthly financial statements and data as are regularly prepared for distribution to Fusion management or the Fusion Board. (d) Until the Effective Time, each of Parent and the Merger Subsidiary will hold and will cause its authorized representatives to hold in confidence all documents and information concerning Fusion and its subsidiaries furnished to Parent or the Merger Subsidiary in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions except to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public extent such documents and information furnished are required to Childsbe disclosed by Law, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is including disclosure required by Applicable Law to be disclosedfederal and state securities laws.

Access to Information. (a) The Company shall afford RAI and shall cause its independent accountants to each of Childsafford to RAI, Acquiror Parent and Acquiror and their its accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full representatives, reasonable access during normal business hours throughout during the period prior to the Effective Time Closing to all information concerning the Company as RAI may reasonably request, provided that the Company shall not be required to disclose any information which it is legally required to keep confidential. RAI will not use such information for purposes other than this Agreement and will otherwise hold such information in confidence (and RAI will cause its consultants and advisors also to hold such information in confidence) until such time as such information otherwise becomes publicly available without any violation of this Agreement by RAI, and in the event of termination of this Agreement for any reason RAI shall promptly return, or cause to be returned, to the Company all documents obtained from the Company, and any copies made of such documents, extracts and copies thereof. (b) RAI shall afford the Company and the Company Shareholders and shall cause its independent accountants to afford to the Company and the Company Shareholders, and their accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to all of its and its Subsidiaries RAI’s properties, books, contracts, commitments and records (including Tax Returns) and, during and to the audit work papers and other records of RAI’s independent accountants. During such period, RAI shall use reasonable efforts to furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with Company and the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) Company Shareholders such other information concerning any of RAI as the foregoing as Childs, Acquiror Parent Company and Acquiror shall the Company Shareholders may reasonably request; provided, however, provided that no investigation pursuant RAI shall not be required to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that which it is legally required to keep confidential. The Company and the Company Shareholders will not use such information for purposes other than this Agreement and will otherwise hold such information in confidence (and the Company and the Company Shareholders will cause their respective consultants and advisors also to hold such information in confidence) until such time as such information otherwise becomes publicly available without any violation of this Agreement by Applicable Law the Company, and in the event of termination of this Agreement for any reason the Company and the Company Shareholders shall promptly return, or cause to be disclosedreturned, to the disclosing party all documents obtained from RAI, and any copies made of such documents, extracts and copies thereof.

Access to Information. Prior to the Closing Date, upon reasonable notice to the Company, Parent, potential sources of capital and any rating agencies, prospective lenders and investors shall be entitled, through their respective officers, employees and representatives, to make such investigation of the properties, businesses and operations of the Company and its Subsidiaries and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests (provided that Parent potential sources of capital and any rating agencies, prospective lenders and investors and their respective representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company) and, at Parent’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall afford to each of Childscause the officers, Acquiror Parent and Acquiror and their employees, consultants, agents, accountants, counsel, financial advisors, financing sources attorneys and other representatives (of the "Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its Company and its Subsidiaries propertiesto reasonably cooperate with Parent, bookspotential sources of capital, contractsrating agencies, commitments prospective lenders and records (including Tax Returns) andinvestors and Parent’s, during such periodpotential sources of capital, shall furnish promptly (i) a copy of each reportrating agencies’, schedule prospective lenders’ and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority investors’ representatives in connection with such investigation and examination, and Parent, potential sources of capital, rating agencies, prospective lenders and investors and their representatives shall cooperate with the transactions contemplated by this Agreement or which may have a material effect on Company and its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, representatives and shall use their reasonable business efforts to cause their Representatives minimize any disruption to holdthe business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of a representative of the Company (who shall be identified in strict confidence all non-public documents writing to Parent as the representative contemplated by this Section 7.1), (i) neither Parent nor any potential sources of capital, rating agencies, prospective lenders and information furnished to Childsinvestors shall contact any suppliers to, Acquiror Parent and Acquiror or customers of, the Company in connection with respect of this Agreement or the transactions contemplated by this Agreementhereby and (ii) neither Parent nor any potential source of capital, except that Childsrating agency, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and prospective lender or investor shall have any required approval right to perform invasive or subsurface investigations of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose the properties or facilities of the Company or any information that is required by Applicable Law to be disclosedof its Subsidiaries.

Access to Information. (a) Company shall afford to each of ChildsParent, Acquiror Parent and Acquiror and their to Parent's accountants, counsel, financial advisors, financing sources advisers and other representatives (the "Representatives") full representatives, reasonable access and permit them to make such inspections as they may reasonably require during normal business hours throughout the period prior to from the date of this Agreement through the date of Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) relating to its operations and, during such period, Company shall furnish promptly to Parent (i) a copy of access to each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations laws and (ii) such all other information concerning any of the foregoing Company, its business, properties and personnel as Childs, Acquiror Parent and Acquiror shall may reasonably request; provided. Except as required by law, howeverParent will hold, and will cause its affiliates, associates and representatives to hold, any non-public information in confidence until such time as such information otherwise becomes publicly available and shall use its reasonable best efforts to ensure that no such affiliates, associates and representatives do not disclose such information to others without the prior written consent of Company. In the event of termination of this Agreement for any reason, Parent shall promptly return or destroy all non-public documents so obtained from Company and any copies made of such documents for Parent. Parent shall not, and shall cause its affiliates, associates and representatives not to, use any non-public information regarding Company in any way detrimental to Company. No investigation pursuant to this Section 6.7 shall affect any representations representation or warranties made herein warranty of Company in this Agreement or the conditions any condition to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror Sub. (b) Parent and Sub shall holdafford to Company, and shall use to Company's accountants, counsel, financial advisers and other representatives, reasonable access and permit them to make such inspections as they may reasonably require during the period from the date of this Agreement through the date of Effective Time to all books, contracts, commitments and records relating to their reasonable business efforts to cause their Representatives to holdoperations and, in strict confidence all non-public documents and information furnished to Childsduring such period, Acquiror Parent and Acquiror in connection with Sub shall furnish promptly to Company (i) access to each report, schedule, registration statement and other document filed by it during such period pursuant to the transactions contemplated by this Agreement, except that Childs, Acquiror Parent requirements of federal or state laws and Acquiror may disclose such (ii) all other information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed.concerning Parent

Access to Information. (a) The Company and its subsidiaries shall afford to each of Childs, Acquiror Parent and Acquiror Subsidiary and their respective accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by it any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) laws or filed by it any of them with the Commission or any other Authority SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on its businesstheir respective businesses, operations, properties, financial condition, properties or results of operations personnel and (ii) such other information concerning any of their respective businesses, properties and personnel as Parent or Subsidiary or the foregoing Company, as Childsthe case may be, Acquiror Parent and Acquiror shall reasonably request; provided, however, provided that no investigation pursuant to this Section 7.1 shall affect amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyMerger. Childs, Acquiror Parent and Acquiror its subsidiaries shall hold, hold and shall use their reasonable business best efforts to cause the Parent Representatives to (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Parent or the Company based on the information in such material shall be destroyed (and Parent and the Company shall use their respective reasonable best efforts to cause their Representatives advisors and representatives to holdsimilarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction. (c) The Company shall promptly advise Parent and Parent shall promptly advise the Company in writing of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in strict confidence all non-public documents the future may have, any material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and information furnished to Childs, Acquiror its subsidiaries or Parent and Acquiror in connection with its subsidiaries, as the transactions contemplated by this Agreementcase may be, except that Childs, Acquiror Parent and Acquiror may disclose such information taken as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be discloseda whole.

Access to Information. (a) The Company shall, and shall cause each of the Company Subsidiaries to, afford to each of Childs, Acquiror Parent and Acquiror and their to its directors, officers, employees, accountants, consultants, legal counsel, financial advisors, financing sources agents and other representatives (the "collectively, “Representatives") full ”), at Parent’s expense reasonable access during normal business hours throughout on reasonable notice during the period prior to between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement, to all of its (A) the Company’s officers and its Subsidiaries employees and the Company and the Post-Restructuring Company Subsidiaries’ and Purchased Entities’ properties, booksContracts, contractscommitments, commitments books and records records, including for the purpose of conducting Phase I environmental site assessments, and (including Tax ReturnsB) and, during such period, shall furnish promptly (i) all other information in the possession of the Company or a copy of each report, schedule Company Subsidiary concerning the Company’s and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its Post-Restructuring Company Subsidiaries’ business, operations, properties, financial conditionlitigation matters, or results of operations personnel and (ii) such other information concerning any of the foregoing environmental compliance and property condition as Childs, Acquiror Parent and Acquiror shall may reasonably request; provided, however, that no nothing herein shall require the Company or any Company Subsidiary to disclose any information to Parent or its Representatives if such disclosure would, in the reasonable judgment of the Company, (i) violate applicable Law or the provisions of any agreement to which the Company or any Company Subsidiary is a party so long as the Company shall have used reasonable best efforts to obtain a consent to the requested disclosure under such agreements or to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to both Parent and Company (provided that any such efforts shall not obligate the Company to incur any costs or other liabilities in connection therewith) or (ii) waive any legal privilege so long as the Company shall have used its reasonable best efforts to disclose such information in a way that would not a waive such privilege. Notwithstanding the foregoing, (x) neither Parent nor any of its Representatives shall be permitted to perform any invasive procedures with respect to any property of the Company or a Company Subsidiary and (y) any access to a Pipeline Subsidiary and its Representatives and its properties, Contracts, commitments, books and records and all other information in the possession of such Pipeline Subsidiary shall be limited to the access afforded the Company or any other Company Subsidiary (other than a Pipeline Subsidiary) pursuant to any applicable Restructuring Agreement. Any investigation or request for information pursuant to this Section 6.2 shall affect any representations or warranties made herein or be conducted in such a manner as not to interfere unreasonably with the conditions to the obligations conduct of the respective parties business of the Company and the Company Subsidiaries. (b) Parent hereby agrees that information provided to consummate it or its Representatives in connection with this Agreement and the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror hereby shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, be treated in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection accordance with the transactions contemplated by this Confidentiality Agreement, except that Childsdated as of February 23, Acquiror Parent 2010, as amended July 30, 2010 and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations August 25, 2010, between the Company and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedChevron U.S.A. Inc. (the “Confidentiality Agreement”).

Access to Information. (a) To the extent permitted by applicable law, the Company shall (and shall cause each of its Subsidiaries to) afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources and other representatives (the "Representatives") full of Parent, access during normal business hours throughout and upon 48-hour prior notice from Parent to the Company, which will not unreasonably interfere with the Company's normal business operations, during the period prior to the Effective Time Time, to all of its and its Subsidiaries Subsidiaries' properties, books, contracts, commitments and commitments, records (including any Tax ReturnsReturns or other Tax related information pertaining to the Company and its Subsidiaries) and employees and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations laws and (ii) such all other information concerning its business, properties and personnel as Parent may reasonably request (including any Tax Returns or other Tax related information pertaining to the Company and its Subsidiaries). Parent will hold any such information which is nonpublic in confidence. (b) To the extent permitted by applicable law, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of the foregoing as ChildsCompany, Acquiror access during normal business hours and upon 48-hour prior notice from the Company to Parent, which will not unreasonably interfere with Parent's normal business operations, during the period prior to the Effective Time, to all of its and its Subsidiaries' properties, books, contracts, commitments, records (including any Tax Returns or other Tax related information pertaining to Parent and Acquiror its Subsidiaries) and employees and, during such period, Parent shall reasonably request; provided(and shall cause each of its Subsidiaries to) furnish promptly to the Company (i) a copy of each report, howeverschedule, that no investigation registration statement and other document filed or received by it during such period pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations requirements of the respective parties federal securities laws and (ii) all other information as the Company may reasonably request (including any Tax Returns or other Tax related information pertaining to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose its Subsidiaries). The Company will hold any such information as may be necessary which is nonpublic in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedconfidence.

Access to Information. From the date hereof until the Second Merger Effective Time, the Company shall, and the Company shall afford to each of Childscause its Subsidiaries to, Acquiror (i) upon reasonable advance notice, give Parent and Acquiror its Affiliates and their accountantsrespective directors, officers, employees, counsel, financial advisors, potential financing sources sources, auditors and other authorized representatives (the "such Persons, “Representatives"”) full reasonable access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operationsoffices, properties, financial conditionbooks and records of the Acquired Companies, or results of operations and (ii) furnish to Parent and its Affiliates and their respective Representatives such financial, operating and human resources data and other information concerning any relating to the Acquired Companies, including on a timely basis following each month end, monthly income statements, balance sheets, cash flow statements and management reports (in each case prepared consistent with past practice), as such Persons may reasonably request and (iii) instruct the Representatives of the foregoing as Childs, Acquiror Acquired Companies to cooperate with Parent and Acquiror shall reasonably request; providedits Affiliates and their respective Representatives in their investigation of the Acquired Companies. Any request for data or other information, however, that no any request for access or cooperation or any investigation pursuant to this Section 6.02 shall affect be made or conducted in such manner as not to (A) interfere unreasonably with the conduct of the business of the Acquired Companies, (B) result in the loss of any representations attorney-client privilege of the Acquired Companies or warranties made herein (C) violate any Applicable Law; provided that prior to withholding any access or information pursuant to the foregoing, the Company shall notify Parent in writing of the nature of the information being withheld and take any actions as may reasonably be requested by Parent to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements and redacting parts of documents or preparing “clean” summaries of information) in order to allow Parent such access or information to the fullest extent reasonably practicable under the circumstances. Notwithstanding anything to the contrary in this Agreement or in the Confidentiality Agreement, the parties hereto hereby acknowledge and agree that Confidential Information may be disclosed by or on behalf of Parent or the conditions Merger Subs to potential financing sources, subject to customary confidentiality terms in accordance with local market practice and, for the obligations purposes of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Confidentiality Agreement, except that Childs, Acquiror Parent and Acquiror may disclose any such information prospective members or members shall not be the Parent’s “Representatives” (as may be necessary such term is defined in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedthe Confidentiality Agreement).

Access to Information. (a) From and after the Closing, Parent, the Surviving Blockers and the Surviving Company shall afford (and shall cause their respective Subsidiaries to each of Childsafford) the Representative, Acquiror Parent and Acquiror the Securityholders and their accountantsrespective Affiliates reasonable access, counsel, financial advisors, financing sources and other representatives (the "Representatives") full access during normal business hours throughout hours, to the period books and records of Parent and the Acquired Companies (and shall permit such Persons to examine and copy such books and records to the extent reasonably requested by such party) and shall cause their Affiliates to furnish all information reasonably requested by the Representative, the Securityholders or their respective Affiliates relating to the ownership or operations of the Acquired Companies prior to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably requestClosing; provided, however, that no investigation subject to Section 10.17, nothing in this Section 8.2(a) shall require Parent, the Surviving Blockers or the Surviving Company to furnish to the Representative, the Securityholders or their respective Affiliates any materials prepared by the Surviving Blocker or the Surviving Company’s financial or legal advisors which is subject to an attorney-client privilege or an attorney work product privilege or which may not be disclosed pursuant to this Section shall affect any representations applicable Law. For a period of six (6) years following the Closing, or warranties made herein such longer period as may be required by applicable Law or the conditions to the obligations necessitated by applicable statutes of the respective parties to consummate the transactions contemplated hereby. Childslimitations, Acquiror Parent and Acquiror shall holdshall, and shall use their reasonable business efforts cause the Acquired Companies to, maintain all such books and records in the jurisdiction in which such books and records were located prior to the Closing Date and shall not destroy or dispose of any such books and records. On and after the end of such period, Parent shall, and shall cause their Representatives the Acquired Companies to, provide the Representative with at least ten (10) Business Days prior written notice before destroying any such books and records, during which period the Representative may elect to holdtake possession, in strict confidence all non-public documents at its own expense, of such books and information furnished records. (b) From and after the Closing, GB Holdco shall afford (and shall cause its Subsidiaries to Childs, Acquiror afford) Parent and Acquiror in connection with its Affiliates reasonable access, during normal business hours, to the transactions contemplated books and records of GB Holdco and its Subsidiaries (and shall permit such Persons to examine and copy such books and records to the extent reasonably requested by this Agreement, except that Childs, Acquiror such party) and shall furnish all information reasonably requested by Parent and Acquiror may disclose its Affiliates relating to the ownership or operations of the Acquired Companies prior to the Closing. For a period of six (6) years following the Closing, or such information longer period as may be necessary in connection with seeking all Governmental Authorizations and any required approval by applicable Law or necessitated by applicable statutes of Childs' limited partnerslimitations, GB Holdco shall, and Childsshall cause its Subsidiaries to, Acquiror maintain all such books and records in the jurisdiction in which such books and records were located prior to the Closing Date and shall not destroy or dispose of any such books and records. On and after the end of such period, GB Holdco shall, and shall cause its Affiliates to, provide Parent with at least ten (10) Business Days prior written notice before destroying any such books and Acquiror records, during which period Parent may disclose any information that is required by Applicable Law elect to be disclosedtake possession, at its own expense, of such books and records.

Access to Information. (a) Subject to applicable law, the Company and its subsidiaries shall afford to each of Childs, Acquiror Parent and Acquiror Subsidiary and their respective accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by it any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) laws or filed by it any of them with the Commission or any other Authority SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of their respective businesses, properties and personnel as Parent or Subsidiary or the foregoing Company, as Childsthe case may be, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section 7.1 shall affect amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyMerger. Childs, Acquiror Parent and Acquiror its subsidiaries shall hold, hold and shall use their reasonable business best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Childs, Acquiror Parent and Acquiror Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that Childs(i) Parent, Acquiror Parent Subsidiary and Acquiror the Company may disclose such information as may be necessary in connection with seeking all Governmental Authorizations the Parent Required Statutory Approvals and any required approval Parent Stockholders' Approval, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Childs' limited partnersParent, Subsidiary and Childs, Acquiror Parent and Acquiror the Company may disclose any information that it is required by Applicable Law law or judicial or administrative order to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all nonpublic written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Parent or the Company based on the information in such material shall be discloseddestroyed (and Parent and the Company shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction.

Access to Information. (a) Subject to contractual and legal restrictions applicable to the Company or any of its Subsidiaries, the Company shall, and shall cause each of its Subsidiaries to, afford to each of Childs, Acquiror Parent and Acquiror and their the accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Representatives") full of Parent reasonable access to, and permit them to make such inspections as they may reasonably require of, during normal business hours throughout during the period prior to from the date of this Agreement through the Effective Time to all of Time, its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returnsincluding, without limitation, the work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (i) a copy of each report, schedule schedule, statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations banking laws and (ii) such all other information concerning any of the foregoing its business, properties and personnel as Childs, Acquiror Parent and Acquiror shall may reasonably request; provided, howeverthat the Company may provide information which is of a sensitive competitive nature in a form which minimizes the potential detriment to the Company from such disclosure while addressing the legitimate business objectives of Parent in seeking such information. (b) Subject to contractual and legal restrictions applicable to Parent or any of its Subsidiaries, Parent shall, and shall cause each of its Subsidiaries to, afford to the accountants, counsel, financial advisors and other representatives of the Company reasonable access to, and permit them to make such inspections as they may reasonably require of, during normal business hours during the period from the date of this Agreement through the Effective Time, its properties, books, contracts, commitments and records (including, without limitation, the work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, Parent shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities or banking laws and (ii) all other information concerning its business, properties and personnel as the Company may reasonably request; provided, that no Parent may provide information which is of a sensitive competitive nature in a form which minimizes the potential detriment to Parent from such disclosure while addressing the legitimate business objectives of the Company in seeking such information. (c) No investigation pursuant to this Section 5.3 shall affect any representations representation or warranties made herein warranty in this Agreement of any party hereto or the conditions any condition to the obligations of the respective parties hereto. All information obtained pursuant to consummate this Section 5.3 shall be kept confidential in accordance with the transactions contemplated hereby. ChildsConfidentiality Agreement, Acquiror dated August 26, 1998 between Parent and Acquiror the Company (the "Confidentiality Agreement"), all of the terms of which shall hold, remain in full force and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with effect after the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be discloseddate hereof.

Access to Information. Company Seller shall, and Seller shall cause the Group Companies to, afford to each of Childs, Acquiror Parent Purchaser and Acquiror and their its accountants, counsel, financial advisorsadvisors and other representatives, and to prospective lenders, placement agents and other financing sources and other representatives (the "Representatives") each of their respective representatives, full access access, during normal business hours upon reasonable notice throughout the period prior to the Effective Time Closing, to their respective properties and facilities (including all of its real property and its Subsidiaries propertiesthe buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, contractsfinancial information (including working papers and data in the possession of the Company or any of the other Group Companies or their respective independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the Company’s or the other Group Companies’ systems of internal control), Contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any its businesses, properties and personnel of the foregoing Company and the other Group Companies as Childs, Acquiror Parent and Acquiror Purchaser shall reasonably request; provided, however, that no such investigation pursuant to this Section shall affect any representations or warranties made herein or not unreasonably disrupt the conditions operations of the Company and the other Group Companies. Prior to the obligations Closing, Seller shall, and Seller shall cause the Group Companies to, generally keep Purchaser informed as to all material matters involving the operations and businesses of the respective parties to consummate Company and each of the transactions contemplated herebyother Group Companies. Childs, Acquiror Parent and Acquiror shall holdSeller shall, and Seller shall use their reasonable cause the Group Companies to, authorize and direct the appropriate directors, managers and employees of the Company and each of the other Group Companies, as the case may be, to discuss matters involving the operations and business efforts to cause their Representatives to holdof the Company and such Group Company with representatives of Purchaser and its prospective lenders or placement agents and other financial sources. All nonpublic information provided to, in strict confidence all non-public documents and information furnished to Childsor obtained by, Acquiror Parent and Acquiror Purchaser in connection with the transactions contemplated by this Agreementhereby shall be “Confidential Information” for purposes of the Nondisclosure Agreement dated May 31, except 2007 among Purchaser and Seller, the terms of which shall continue in force until the Closing; provided that Childs, Acquiror Parent Purchaser and Acquiror Seller may disclose such information as may be necessary in connection with seeking all Governmental Authorizations necessary consents and any approvals as contemplated hereby and the Financing. Notwithstanding the foregoing, Seller, the Company and the other Group Companies shall not be required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may to disclose any information that is required if such disclosure would contravene any applicable Law. No information provided to or obtained by Applicable Law Purchaser pursuant to be disclosedthis Section 7.1 shall limit or otherwise affect the remedies available hereunder to Purchaser (including, but not limited to, Purchaser’s right to seek indemnification pursuant to Article X), or the representations or warranties of, or the conditions to the obligations of, the parties hereto.

Access to Information. Company (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, BHC shall, and shall cause each of its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counselattorneys, financial advisors, financing sources advisors and other representatives (the each, a "RepresentativesRepresentative") full of BancorpSouth, access during normal business hours throughout during the period prior to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments commitments, records, officers, employees, accountants, counsel and records (including Tax Returns) other representatives and, during such period, it shall, and shall furnish promptly (i) a copy of each reportcause its Subsidiaries to, schedule and other document filed or received by it pursuant make available to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on BancorpSouth all information concerning its business, operationsproperties and personnel as BancorpSouth may reasonably request. In addition, properties, financial condition, BHC and each of its Subsidiaries shall permit a Representative of BancorpSouth to have access to the premises and observe the operations of BHC or results of operations and (ii) such other information concerning any of its Subsidiaries, as the foregoing as Childscase may be, Acquiror Parent to attend each meeting of their respective Boards of Directors and Acquiror shall reasonably request; provided, however, that no investigation pursuant to committees thereof (other than during discussions regarding this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate Agreement and the transactions contemplated hereby) and to meet with the officers of BHC and its Subsidiaries responsible for the Financial Statements, the internal controls of BHC and its Subsidiaries and the disclosure controls and procedures of BHC and its Subsidiaries to discuss such matters as Buyer may deem reasonably necessary or appropriate for BancorpSouth to satisfy its obligations under the Sarbanes-Oxley Act of 2002 and any rules and regulations relating ther▇▇▇. Childs▇▇▇▇▇▇▇ ▇HC nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would reasonably violate the rights of its customers, Acquiror Parent reasonably jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. BHC shall identify the nature of any such limitation on access and Acquiror shall holddisclosure, and the parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Notwithstanding anything in any other agreement to the contrary, no investigation by BancorpSouth or its Representatives shall use their reasonable business efforts affect the representations, warranties, covenants or agreements of BHC set forth herein, and the parties shall remain responsible to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this extent provided herein. (c) The parties agree that the provisions of the Confidentiality Agreement, except that Childsdated as of August 23, Acquiror Parent 2004, between BHC and Acquiror may disclose such BancorpSouth, shall survive the execution (or termination) of this Agreement and remain in full force and effect for the term thereof and shall apply to the information in the Disclosure Schedule as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any well as the information that is required by Applicable Law obtained pursuant to be disclosedSection 7.2(a).

Access to Information. Each of Public Company and Merger Partner shall (and Public Company shall cause its Subsidiaries to) afford to each of Childsthe other party’s officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full access representatives, reasonable access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments commitments, personnel and records (including Tax Returns) and, during such period, each of Public Company and Merger Partner shall (and Public Company shall cause its Subsidiaries to) furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements other party all information concerning its business, properties, assets and personnel as the other party may reasonably request in furtherance of any Applicable Law (including without limitation federal the consummation of the Merger, the Concurrent Financing, or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably requestAgreement; provided, however, that no a party may restrict the foregoing access to the extent that (a) any applicable Law requires such restriction, (b) such access would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege, or (c) such access would be in breach of any confidentiality obligation or similar obligation. Each of Public Company and Merger Partner will (and Public Company will cause its Subsidiaries to) hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.3 or otherwise shall affect or be deemed to modify any representations representation or warranties made herein warranty contained in this Agreement or the conditions to the obligations of the respective parties to consummate the transactions Merger. Any information obtained pursuant to the access contemplated herebyby this Section 6.3 shall be subject to the Confidentiality Agreement. ChildsAny access to any facilities of Merger Partner, Acquiror Parent Public Company, or any of their Subsidiaries, shall be subject to the reasonable security measures and Acquiror shall holdinsurance requirements of Merger Partner, Public Company, or any of their Subsidiaries, as applicable, and shall use their reasonable business efforts not include the right to cause their Representatives to holdperform any “invasive” testing or soil, in strict confidence all non-public documents air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, each of Public Company and information furnished to ChildsMerger Partner shall promptly provide the other party with copies of any material notice, Acquiror Parent and Acquiror report or other document received from any Governmental Entity in connection with the Merger or any of the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed.

Access to Information. (a) Subject to applicable law, any third party confidentiality agreements and the agreements set forth in Section 6.2(b), between the date hereof and the Effective Time, the Company shall afford to give each of Childs, Acquiror Parent and Acquiror Subsidiary and their accountants, counsel, financial advisors, financing sources auditors, and other authorized representatives (reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of the "Representatives") full access during normal business hours throughout Company and its subsidiaries, including its outside auditors, shall permit each of Parent and Subsidiary and their respective counsel, financial advisors, auditors and other authorized representatives to make such inspections as Parent or Subsidiary may reasonably require and shall cause the period prior Company's officers or representatives and those of its subsidiaries to furnish promptly to Parent or Subsidiary or their representatives such financial and operating data and other information with respect to the Effective Time to all business and properties of the Company and any of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed subsidiaries as Parent or received by it pursuant Subsidiary may from time to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably time request; provided, however, that no . No investigation pursuant to this Section 6.2 shall affect any representations or warranties made of the parties herein or the conditions to the obligations of the respective parties hereunder. Information to consummate which the transactions contemplated hereby. ChildsCompany shall afford Parent access that pertains to the Company's leased properties includes copies of all of the leases as well as copies of all documents, Acquiror reports, studies, inspections, surveys, title reports, building occupancy and zoning permits, easements, recorded instruments and other information in the Company's possession which pertain to utilities, infrastructure, zoning, environmental condition, the leases, and any other condition affecting the leased properties, and such copies are, to the knowledge of the Company, correct and complete. (b) Notwithstanding any provision of the Confidentiality Agreement dated February 22, 1998 between Parent and Acquiror shall holdthe Company, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror Subsidiary may (i) enter into this Agreement, (ii) acquire Shares pursuant to the Offer and the Completion of the Acquisition and (iii) make such disclosures in connection with the transactions contemplated by this AgreementOffer, except that Childs, Acquiror the Offer Documents and the Proxy Statement as Parent and Acquiror Subsidiary may disclose such information as may be necessary determine in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that their reasonable discretion is required by Applicable Law to be disclosedapplicable law.

Access to Information. (a) From the date of this Agreement until the Effective Time, the Company shall afford to each of Childs, Acquiror will give Parent and Acquiror Subco and their authorized representatives (including counsel, environmental and other consultants, accountants, counsel, financial advisors, financing sources auditors and other representatives (the "Representatives"agents) full reasonable access upon reasonable notice during normal business hours throughout the period prior to the Effective Time to all facilities, 49 -43- personnel and operations and to all books and records of it and the Company Subsidiaries, will permit Parent and Subco and their authorized representatives to conduct inspections as they may reasonably require (including, without limitation, any air, water, soil or other environmental testing and monitoring deemed necessary by them) and will cause its officers and those of the Company Subsidiaries to furnish Parent with such financial and operating data and other information with respect to its business and properties as Parent may from time to time request. (b) Parent will give the Company and its Subsidiaries properties, books, contracts, commitments agents (including its counsel and auditors) access to Parent's books and records for the purpose of conducting customary due diligence regarding the accuracy of the Parent SEC Reports and Parent's and Subco's compliance with their respective obligations under this Agreement. (c) Parent will hold and will cause the Parent Subsidiaries and all of their representatives, including Tax Returns) andconsultants and advisors, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it to hold in strict confidence pursuant to the requirements Confidentiality Agreement, dated as of any Applicable Law September 22, 1998, between Parent and the Company, all documents and information (including without limitation federal whether oral or state securities lawswritten) concerning the Company and the Company Subsidiaries furnished to Parent or filed by it with the Commission or any other Authority Subco in connection with the transactions contemplated by this Agreement or which may have a material effect on (the "Company Confidentiality Agreement"). The Company will hold and will cause its businessrepresentatives, operationsincluding consultants and advisors, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, hold in strict confidence pursuant to the Confidentiality Agreement, dated as of September 24, 1998, between the Company and Parent, all non-public documents and information (whether oral or written) concerning Parent and the Parent Subsidiaries furnished to Childs, Acquiror Parent and Acquiror the Company in connection with the transactions contemplated by this Agreement (the "Parent Confidentiality Agreement"). Notwithstanding any provision of Article X hereof, except that Childs, Acquiror Parent nothing herein shall relieve any party of liabilities for any and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and damages to the other party by reason of any required approval breach of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedthis Section 5.03(c).

Access to Information. (a) Until the Closing, Tulsa and Holdings will furnish, and will cause the Company shall afford to each of Childsfurnish, Acquiror Parent and the Acquiror and their its employees, officers, accountants, counselattorneys, financial advisorsagents, financing sources investment bankers and other authorized representatives (with all financial, operating and other data and information concerning the "Representatives") full assets, commitments and properties of the Company as the Acquiror shall from time to time reasonably request and will afford the Acquiror and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries offices, properties, books, contractsrecords, commitments contracts and records (including Tax Returns) anddocuments of the Company and will be given the opportunity to ask questions of, during such periodand receive answers from, representatives of the Company. As part of its investigation, the Acquiror shall furnish promptly (i) a copy have the right to conduct environmental assessments of each reportthe Company's properties, however, any soil and groundwater sampling by Acquiror may only be conducted with the written consent of Tulsa in its sole discretion, subject to Section 5.15 hereof. No investigations by the Acquiror or its employees, representatives or agents shall reduce or otherwise affect the obligation or liability of Tulsa or Holdings with respect to any representations, warranties, covenants or agreements made herein or in any exhibit, schedule or other certificate, instrument, agreement or document, including the Disclosure Schedule, executed and delivered in connection with this Agreement. Tulsa and Holdings will cooperate with the Acquiror and its employees, officers, accountants, attorneys, agents and other document filed authorized representatives in the preparation of any documents or other materials that may be required by any Governmental Entity. (b) Each party hereto agrees to hold in confidence all, and not to disclose to others for any reason whatsoever any, non-public information received by it pursuant to or its representatives from the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority party hereto in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and except (i) as required by law; (ii) for disclosure to officers, directors, employees and representatives of such other information concerning any of the foregoing party as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate necessary in connection with the transactions contemplated herebyhereby or as necessary to the operation of such party's business; and (iii) for information that becomes publicly available other than through such party. ChildsIf the transactions contemplated by this Agreement are not consummated, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts each party hereto (i) will return to cause their Representatives to hold, in strict confidence the other party hereto all non-public documents and other material obtained from such other party, and all copies, summaries and extracts thereof, or certify to such other party that such information furnished has been destroyed and (ii) agrees not to Childs, Acquiror Parent and Acquiror use for its own benefit or for the benefit of any other Person any non-public information received by it or its representatives or Affiliates from the other party in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed.

Access to Information. (a) The Company shall (and shall cause each of its Subsidiaries to) afford to each of Childsthe Buyer's officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full access representatives, reasonable access, upon reasonable advance notice, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments commitments, personnel and records (including Tax Returns) and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Buyer (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal or state securities lawslaws and (b) or filed by it with the Commission or any all other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on information concerning its business, operations, properties, financial condition, or results of operations assets and (ii) such other information concerning any of personnel as the foregoing as Childs, Acquiror Parent and Acquiror shall Buyer may reasonably request; provided, however, that no . The Buyer will hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section or otherwise shall affect or be deemed to modify any representations representation or warranties made herein warranty contained in this Agreement or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use Merger. (b) In the event that the Company reasonably believes that the Buyer or the Transitory Subsidiary has materially breached one or more of their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by respective representations or -40- 48 warranties under this Agreement, except the Buyer shall (and shall cause each of its Subsidiaries to) afford the Company's officers, employees, accountants, counsel and other representatives reasonable access, upon reasonable advance notice, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, personnel and records; provided that Childs, Acquiror Parent and Acquiror may disclose such access shall be afforded solely to the extent that such access is necessary to determine the existence of such a breach of one or more representations or warranties of the Buyer or the Transitory Subsidiary under this Agreement. The Company will hold any such information as which is nonpublic in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the Merger. (c) Notwithstanding anything to the contrary in this Section 6.4(c), neither party hereto nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would contravene any law, rule, regulation, order, judgment or decree, or, in the event of any litigation or threatened litigation between the parties over the terms of this Agreement, where such access to information may be necessary in connection with seeking all Governmental Authorizations and any required approval adverse to the interests of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedsuch party.

Access to Information. (a) Subject to applicable law, the Company shall afford afford, and cause its subsidiaries to each of Childsafford, Acquiror Parent and to Acquiror and their its accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Acquiror Representatives") and Acquiror and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including including, but not limited to, Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) one another such other information concerning any of their respective businesses, properties and personnel as Acquiror or the foregoing Company, as Childsthe case may be, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no . Any investigation pursuant to this Section 7.1 shall affect any representations or warranties made herein or be conducted in a manner which will not interfere unreasonably with the conditions to the obligations conduct of the respective parties business of the other party. Acquiror and its subsidiaries (including Merger Sub) shall hold and cause Acquiror Representatives to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and the Company shall use their reasonable business efforts to hold and cause their the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to ChildsAcquiror or to the Company, Acquiror Parent and Acquiror as the case may be, in connection with the transactions contemplated by this Agreement, except that Childs, (i) Acquiror Parent and Acquiror the Company may disclose such information as may be necessary in connection with seeking all Governmental Authorizations Acquiror Required Statutory Approvals and any required approval the Company Required Statutory Approvals, (ii) each of Childs' limited partners, Acquiror and Childs, Acquiror Parent and Acquiror the Company may disclose any information that it is required by Applicable Law law or judicial or administrative order to disclose and (iii) Acquiror may disclose any such information that it is required by any stock exchange rule to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all nonpublic written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Acquiror or the Company based on the information in such material shall be discloseddestroyed (and Acquiror and the Company shall use their respective reasonable efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable efforts) shall be certified in writing by an authorized officer supervising such destruction. (c) The parties hereto acknowledge that Acquiror and the Company have previously executed a Confidentiality Agreement, dated as of June 6, 2003 (the "Confidentiality Agreement"), which shall continue in full force and effect in accordance with its terms, except as expressly modified by this Agreement.

Access to Information. Company (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, Eagle shall afford accord to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full access of ▇▇▇▇▇▇▇, access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries Eagle Bank's properties, books, contracts, commitments and records (including Tax Returns) and, during such period, Eagle shall furnish promptly make available to Webster (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it (including Eagle Bank) during such period pursuant to the requirements of any Applicable Law (including without limitation federal securities laws or federal or state securities lawsbanking laws and (ii) all other information concerning its (including Eagle Bank) business, properties and personnel as Webster may reasonably request. Webster shall receive notice of all meetings of the Eagle and Eagle Bank's Board of Directors and any committees thereof, and of any management committees (in all cases, at least as timely as all Eagle and Eagle Bank, as the case may be, representatives to such meetings are required to be provided notice). One representative of ▇▇▇▇▇▇▇, who shall be a senior officer of ▇▇▇▇▇▇▇, shall be permitted to attend all meetings of the Board of Directors (except for the portion of such meetings which relate to the Merger or filed by it such other matters deemed confidential ("Confidential Matters") of Eagle or Eagle Bank, as the case may be) and such meetings of committees of the Board of Directors and management of Eagle and Eagle Bank which ▇▇▇▇▇▇▇ desires. ▇▇▇▇▇▇▇ will hold all such information in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement which ▇▇▇▇▇▇▇ entered into with Eagle dated October 15, 1997 (the Commission or any "Confidentiality Agreement"). (b) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, ▇▇▇▇▇▇▇ shall afford to the officers, employees, accountants, counsel and other Authority in connection with representatives of Eagle, access, during normal business hours during the transactions contemplated by period prior to the Effective Time, to such information regarding ▇▇▇▇▇▇▇ as shall be reasonably necessary for Eagle to fulfill its obligations pursuant to this Agreement or which may be reasonably necessary for Eagle to confirm that the representations and warranties of ▇▇▇▇▇▇▇ contained herein are true and correct and that the covenants of ▇▇▇▇▇▇▇ contained herein have a been performed in all material effect on its businessrespects. Eagle will hold all such information in confidence to the extent required by, operationsand in accordance with, propertiesthe provisions of the Confidentiality Agreement. (c) No investigation by either of the parties or their respective representatives shall affect the representations and warranties of the other set forth herein. (d) Eagle shall provide Webster with true, correct and complete copies of all financial condition, or results of operations and (ii) such other information concerning any provided to directors of the foregoing as Childs, Acquiror Parent Eagle and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror Eagle Bank in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval meetings of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedtheir Boards of Directors or committees thereof.

Access to Information. Company shall afford (a) Prior to each of Childsthe Effective Time, Acquiror Prototype will give Parent and Acquiror and their its officers, directors, employees, agents, partners, accountants, counsel, consultants, bankers, financial advisors, financing sources advisors and other representatives of Parent and of persons controlling Parent or any such person (the each, a "RepresentativesRepresentative") full reasonable access during normal working hours and other reasonable times to all officers, employees, agents, representatives, plants, offices, warehouses and other facilities and properties, including for purposes of transition planning (subject to applicable law) and to all books and records of Prototype and its subsidiaries, will permit Parent and its authorized representatives to make such inspections (including any physical inspections or soil or groundwater investigations), as they may reasonably request and will cause Prototype's officers and employees and those of its subsidiaries to furnish Parent with such financial and operating data and other information with respect to the business hours throughout and properties of Prototype and any of its subsidiaries as Parent may from time to time reasonably request. (b) Except as otherwise agreed to by Prototype, until the period prior to earlier of the Effective Time and the second anniversary of the date hereof, and notwithstanding termination of this Agreement, Parent and Merger Sub will, and will instruct their Representatives to (x) keep, all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations Confidential Information confidential and (iiy) such not to disclose any Confidential Information to any person other information concerning any of the foregoing as Childsthan its Representatives, Acquiror Parent and Acquiror shall reasonably requestthen only on a confidential basis; provided, however, that no investigation pursuant Parent may disclose Confidential Information (i) as required by law, rule, regulation or judicial process, including as required to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror be disclosed in connection with the transactions Merger or any other transaction contemplated hereby and (ii) as requested or required by any Governmental Entity. For purposes of this Agreement, "Confidential Information" shall include all confidential information about Prototype which has been furnished by Prototype to Parent or its Representatives pursuant to or in connection with the negotiation, execution and consummation of this Agreement; provided, however, that Confidential Information does not include information which (x) is or becomes available in the public domain other than as a result of a disclosure by Parent not permitted by this Agreement, except that Childs(y) was already available to, Acquiror or in the possession of, Parent and Acquiror may disclose such information as may be necessary in connection prior to its disclosure by, or at the direction of, Prototype or (z) becomes available to Parent from a person (other than Prototype) who, to the knowledge of Parent, is not otherwise bound by a confidentiality agreement with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedPrototype.

Access to Information. Company (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (the each, a "RepresentativesRepresentative") full of the other party, access during normal business hours throughout during the period prior to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments commitments, records, officers, employees, accountants, counsel and records (including Tax Returns) other representatives and, during such period, it shall, and shall furnish promptly cause its Subsidiaries to, make available to the other party all information concerning its business, properties and personnel as the other party may reasonably request. In addition, the Company and Opelika shall permit a Representative of BancorpSouth to have access to the premises and observe the operations of the Company or Opelika, as the case may be, without interfering with the operations of the Company or Opelika and only during normal business hours and to attend each meeting of their respective Boards of Directors and committees thereof (iother than during discussions regarding this Agreement, the Stock Option Agreement, and the transactions contemplated hereby and thereby). Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers or its relationship with such customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Such party shall identify the nature of the limitation on access and disclosure, and the parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) a copy of each report, schedule and other document filed or received by it All information furnished to BancorpSouth pursuant to Section 7.2(a) shall be subject to, and BancorpSouth shall hold all such information in confidence in accordance with, the requirements provisions of any Applicable Law the confidentiality agreement dated August 10, 1998 (including without limitation federal or state securities lawsthe "Confidentiality Agreement"), between BancorpSouth and the Company. The Company shall have the same obligations to BancorpSouth under the Confidentiality Agreement with respect to information furnished to the Company pursuant to Section 7.2(a) or filed by it with as if the Commission Company were the receiving party under such Confidentiality Agreement. (c) Notwithstanding anything in the Confidentiality Agreement or any other Authority in connection with agreement to the transactions contemplated by this contrary, no provision of the Confidentiality Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any investigation by either of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section parties or their respective representatives shall affect any representations the representations, warranties, covenants or warranties made herein or the conditions to the obligations agreements of the respective other set forth herein and the parties to consummate shall remain responsible for the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedsame.

Access to Information. (a) Between the date hereof and the Effective Time, the Company shall afford to each of Childs, Acquiror will give Parent and Acquiror MergerSub and their accountantsauthorized representatives (including, counsel, financial advisors, financing sources auditors, and other representatives (the "Representatives"environmental consultants) full reasonable access during normal business hours throughout the period prior to the Effective Time to all of its employees, plants, offices, warehouses, and its Subsidiaries properties, books, contracts, commitments other facilities and to all books and records of the Company, will permit Parent and MergerSub to make such inspections as Parent and MergerSub may reasonably require (including Tax Returnsincluding, any environmental audit, investigation, or study) and, during and will cause the Company's officers to furnish Parent and MergerSub with such period, shall furnish promptly (i) a copy of each report, schedule financial and operating data and other document filed or received by it pursuant to information in respect of the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any personnel of the foregoing Company as Childs, Acquiror Parent and Acquiror shall or MergerSub may from time to time reasonably request; provided, however, provided that no investigation pursuant to this Section 6.1(a) shall affect or be deemed to modify any of the representations or warranties made herein by the Company. (b) Between the date hereof and the Effective Time, Parent and MergerSub will give the Company and their authorized representatives (including, counsel, financial advisors, auditors, and environmental consultants) reasonable access during normal business hours to all employees, plants, offices, warehouses, and other facilities and to all books and records of Parent and MergerSub, will permit the Company to make such inspections as the Company may reasonably require (including, any environmental audit, investigation, or study) and will cause Parent and MergerSub officers to furnish the conditions to the obligations Company with such financial and operating data and other information in respect of the respective parties business, properties, and personnel of the Parent or MergerSub as the Company may from time to consummate time reasonably request, provided that no investigation pursuant to this Section 6.1(b) shall affect or be deemed to modify any of the transactions contemplated hereby. Childs, Acquiror representations or warranties made by Parent and Acquiror MergerSub. (c) Between the date hereof and the Effective Time, the Company shall holdfurnish to Parent and MergerSub within five business days after the delivery thereof to management, such monthly financial statements and shall use their reasonable business efforts data as are regularly prepared for distribution to Company management. (d) Each of Parent, MergerSub and the Company will hold and will cause their Representatives its authorized representatives to hold, hold in strict confidence all non-public documents and information concerning the other parties hereto furnished to ChildsParent, Acquiror Parent and Acquiror MergerSub or the Company in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed.

Access to Information. Company From and after the Closing Date, Parent shall afford to (and shall cause the Surviving Corporation and each of Childs, Acquiror Parent and Acquiror and their accountants, counsel, financial advisors, financing sources its Subsidiaries and other representatives (the "Representatives") full access Affiliates to), during normal business hours throughout and upon reasonable prior notice and in such a manner as will not unreasonably interfere with the period prior conduct of the business of Parent or any of its Subsidiaries, make available and provide the Representative and each former Securityholder and their respective representatives (including, without limitation, counsel and independent auditors) with access to the Effective Time facilities and properties of the Surviving Corporation and each of its Subsidiaries and to all of its and its Subsidiaries propertiesinformation, booksfiles, contracts, commitments documents and records (including Tax Returnswritten and computer) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant relating to the requirements Surviving Corporation or its Subsidiaries or any of their businesses or operations for any and all periods prior to or including the Closing Date which they may require with respect to any claim, dispute, action, cause of action, investigation or proceeding of any Applicable Law kind by or against any Person, including such claim, dispute, action, cause of action, investigation or proceeding which could reasonably be expected to result in a claim by a Buyer Indemnified Party for Buyer Indemnified Costs, and shall (including without limitation federal or state securities lawsand shall cause the Surviving Corporation and each of its Subsidiaries to) or filed by it cooperate fully with the Commission or any other Authority Representative, such Securityholders and their respective representatives (including, without limitation, counsel and independent auditors) in connection with the transactions contemplated foregoing, at the Representative’s, such Securityholders’ or their respective representatives’ sole cost and expense, including, without limitation, by this Agreement making tax, accounting and financial personnel and other appropriate employees and officers of the Surviving Corporation and each of its Subsidiaries available to the Representative, such Securityholders and their respective representatives (including, without limitation, counsel and independent auditors). In addition, following the Closing, the Representative, the Securityholders and their respective representatives shall be given the opportunity to review, comment upon and suggest changes or corrections to any Tax Returns, reports and declarations which may have a material effect on its business, operations, properties, financial condition, include the Company or results of operations and (ii) such other information concerning any of its Subsidiaries prepared by Parent, Sub, the foregoing as ChildsSurviving Corporation or any Affiliate thereof, Acquiror including without limitation the Company and its Subsidiaries (and the work papers used in the preparation thereof) which relate to or include any period or portion thereof ending on or before the Closing Date (or periods beginning prior to the Closing Date and ending subsequent thereto, if any), in each case prior to the filing thereof (but in no event less than 15 days prior to such filing). Parent and Acquiror shall reasonably request; provided, however, that no investigation each Person who receives information pursuant to this Section 6.3 shall affect any representations or warranties made herein or the conditions work together in good faith to establish a reasonable agreement relating to the obligations confidentiality of the respective parties all information provided pursuant to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedSection 6.3.

Access to Information. (a) From the date of this Agreement until the Effective Time, the Company shall afford to each of Childs, Acquiror Parent will give the DOT and Acquiror B&M and their authorized representatives (including counsel, environmental and other consultants, accountants, counsel, financial advisors, auditors and financing sources and other representatives their authorized representatives) (the "Representatives") full ), at their expense upon reasonable notice and in a manner so as not to interfere unduly with the Company's operations, reasonable access during normal business hours throughout to all facilities, personnel and operations and to all books and records of the period prior Company, will permit the DOT and B&M and such authorized representatives to make such inspections at the DOT's expense as they may reasonably require and will cause its officers to furnish the DOT and B&M with such financial and operating data and other information with respect to the Effective Time business and properties of the Company as the DOT and B&M may from time to all of its and its Subsidiaries properties, books, contracts, commitments and records time reasonably request (including Tax Returns) and, during information regarding litigation matters if such period, shall furnish promptly (i) a copy information does not require the disclosure of each report, schedule and other document filed privileged information or received by it pursuant information subject to the requirements of any Applicable Law (including without limitation federal confidentiality agreements or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably requestprotective orders); provided, however, that no investigation pursuant to nothing in this Section 5.3(a) shall affect require the Company to take action which would result in a waiver of any representations attorney-client privilege with respect to any book, record or warranties made herein or the conditions other information subject to the obligations such privilege. (b) Each of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent DOT and Acquiror shall B&M will hold, and shall use their reasonable business efforts to will cause their the Representatives to hold, in strict confidence all non-public documents and information concerning the Company furnished to Childs, Acquiror Parent and Acquiror the DOT or B&M in connection with the transactions contemplated by this Agreement, except that Childsand the Company will hold, Acquiror Parent and Acquiror may disclose such will cause its consultants and advisors to hold, in strict confidence all documents and information as may be necessary concerning the DOT or B&M furnished to the Company in connection with seeking all Governmental Authorizations and the transactions contemplated by this Agreement; provided, however, that in each case any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror party may disclose any document or information (i) that is already public knowledge prior to such disclosure and (ii) to the extent such disclosure is required by Applicable Law corporate or securities law or legal process, but (to the extent consistent with such law or legal process) only after the disclosing party has given prior written notice of the disclosure to the other parties. The confidentiality obligations set forth herein shall remain in full force and effect regardless of whether the Merger is completed or this Agreement is terminated for any reason. (c) All information provided pursuant to this Agreement shall be disclosedsubject to the existing Confidentiality Agreement between the Company, and the State of North Carolina dated as of October 1, 1996.

Access to Information. (a) From the date hereof until the Effective Time, subject to Applicable Law and other than any such matters that relate to the negotiation and execution of this Agreement (including matters that relate to any Acquisition Proposal or Superior Proposal), in each case, solely for purposes of consummating the Merger (including for integration planning), the Company shall afford to each of Childs, Acquiror (i) give Parent and Acquiror and their accountantsits Representatives, counselupon reasonable notice, financial advisors, financing sources and other representatives (the "Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time offices, properties, assets, books and records and personnel (including employees and agents) of the Company and its Subsidiaries, (ii) promptly furnish to all Parent and its Representatives such financial and operating data and other information (including, for the avoidance of doubt, the work papers of the Company’s auditors to the extent Parent has executed a release in a form reasonably satisfactory to the Company’s auditors) as such Persons may reasonably request and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries properties(provided that the Company’s investment bankers, booksattorneys, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule accountants and other document filed advisors will not be required to furnish to Parent or received by it its Representatives any of their internal documents or materials); provided that, in each case, such access may be limited to the extent, that such access would jeopardize the health and safety of any of its Representatives; provided, further, that the Company may, in its sole discretion, designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be furnished only to the outside counsel of Parent and will not be disclosed to any other Persons unless express permission is obtained in advance from the Company or its legal counsel. The Company shall have the right to have its Representatives present in any investigation pursuant to this ‎Section 6.03, and such investigation shall be conducted in such manner as not to interfere unreasonably with the requirements conduct of the business of the Company and its Subsidiaries. Nothing in this ‎Section 6.03 shall require the Company to provide any access, or to disclose any (A) information if providing such access or disclosing such information would violate any Applicable Law (including without limitation federal Competition Laws and privacy laws), (B) communications between the Company and its investment bankers, attorneys, accountants and other advisors or state securities laws(C) information protected by attorney-client privilege to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts; provided that, in the case of clauses (A) and (C), the Company shall use reasonable best efforts to allow for such access or filed by disclosure (or as much of it as possible) in a manner that would not violate any such Applicable Law or jeopardize the protection of the attorney-client privilege. Notwithstanding the foregoing, Parent and its Representatives shall not be permitted to perform any intrusive environmental study or assessment with respect to any property of the Commission Company or any other Authority in connection with of its Subsidiaries without the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any prior written consent of the foregoing Company. (b) All information exchanged or otherwise received pursuant to ‎Section 6.03(a) will be subject to the confidentiality agreement dated as Childsof October 25, Acquiror 2024, between the Company and Parent and Acquiror shall reasonably request; provided, however, that no (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this Section 6.03 shall affect or limit or be deemed to modify any representations representation or warranties warranty made herein by any party hereunder or the conditions any rights or remedies available to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by any party under this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed.

Access to Information. (a) From and after the date of this Agreement, the Company shall afford to each of Childs, Acquiror will (i) give Parent and Acquiror Merger Sub and their accountantsrespective Representatives reasonable access (during regular business hours upon reasonable notice) to all employees, counselplants, financial advisorsoffices, financing sources warehouses and other representatives (the "Representatives") full access during normal business hours throughout the period prior to the Effective Time facilities and to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returnsreturns) andof the Company and its Subsidiaries and cause the Company’s and its Subsidiaries’ respective Representatives to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, during (ii) at the request of Parent, consult with Parent and Merger Sub concerning, and keep Parent and Merger Sub reasonably apprised on a timely basis of the status of, any negotiations, material discussions and proposed resolutions or settlements (x) with any Governmental Entity with respect to any material environmental matter or (y) with the representatives of collectively bargained employees of the Company or any of its Subsidiaries, and in each case will consider in good faith suggestions made by Parent or Merger Sub concerning any of the foregoing, (iii) permit Parent and Merger Sub to make such periodreasonable inspections as they may require, shall (iv) cause its officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information with respect to the business, properties and personnel of the Company and its Subsidiaries as Parent or Merger Sub may from time to time reasonably request and (v) furnish promptly (i) to Parent and Merger Sub a copy of each report, schedule and other document filed or received by it the Company or any of its Subsidiaries during such period pursuant to the requirements of any Applicable Law (including without limitation the federal or state securities lawsLaws. (b) Information obtained by Parent or filed by it with Merger Sub pursuant to Section 5.03(a) shall be subject to the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any provisions of the foregoing Confidentiality Agreement. (c) No investigation by and of the parties or their respective Representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein. (d) Prior to the Closing, the Company will take such reasonable actions as Childsmay be requested by Parent, Acquiror Parent and Acquiror shall reasonably requestto the extent such actions are necessary to minimize or eliminate German real property transfer taxes that would otherwise arise as a result of the Merger; provided, however, that no investigation pursuant the Company shall not be required to this Section shall affect take any representations action that would cause it or warranties made herein any of its Subsidiaries to incur a significant cost or the liability until all conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use Merger set forth in Article VI (other than those conditions that by their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law nature are to be disclosedsatisfied at the Closing), have been satisfied or waived (by the party entitled to grant such waiver).

Access to Information. Company (i) The Sellers and their Subsidiaries shall afford to each of ChildsPurchasers and their respective accountants, Acquiror counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and Acquiror its Subsidiaries shall afford to the Sellers and their accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Merger 1 Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (iA) a copy of each report, schedule and other document filed or received by it any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) laws or filed by it any of them with the Commission or any other Authority SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (iiB) such other information concerning any of their respective businesses, properties and personnel as a Purchaser or Seller, as the foregoing as Childscase may be, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section 8(a) shall affect amend or modify any representations or warranties made herein or the conditions to 38 the obligations of the respective parties to consummate the transactions contemplated herebyMergers. Childs, Acquiror Parent and Acquiror its Subsidiaries shall hold, hold and shall use their reasonable business best efforts to cause the Parent Representatives to hold, and the Sellers and their Subsidiaries shall hold and shall use their reasonable best efforts to cause the Seller Representatives to hold, in strict confidence all non-public documents and information furnished to Childsa Purchaser or Seller, Acquiror Parent and Acquiror as the case may be, in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror (x) a Purchaser or Seller may disclose such information as may be necessary in connection with seeking all Governmental Authorizations the Purchasers Required Statutory Approvals, the Sellers Required Statutory Approvals and any required approval of Childs' limited partners, the Requisite Stockholder Approvals and Childs, Acquiror Parent and Acquiror (y) a Purchaser or Seller may disclose any information that it is required by Applicable Law law or judicial or administrative order to be discloseddisclose.

Access to Information. (a) From the date hereof until the Effective Time and subject to Applicable Law and the confidentiality agreement, dated June 17, 2016 (as amended), between the Company and Sponsor (as assignee) (the “Confidentiality Agreement”), the Company shall afford (a) give Parent, its counsel, financial advisors, auditors and other authorized representatives, upon reasonable notice, reasonable access during normal business hours to each the offices, properties, books and records of Childsthe Company and its Subsidiaries, Acquiror (b) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request (c) furnish to Parent monthly financial, operating and Acquiror Board reports generally prepared by the Company on a regular basis promptly after such reports are delivered to the other recipients thereof, and their accountants(d) instruct its employees, counsel, financial advisors, financing sources auditors and other authorized representatives (to cooperate reasonably with Parent in its investigation of the "Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its Company and its Subsidiaries propertiesSubsidiaries. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries; provided, booksthat, contractswithout the Company’s prior written consent, commitments Parent and records (its Representatives shall not be permitted to perform any invasive or destructive environmental sampling at any owned or leased real property, including Tax Returnssampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. Nothing in this Section 6.02(a) andshall require the Company to provide any access, during such period, shall furnish promptly or to disclose any information (i) a copy of each report, schedule and other document filed if providing such access or received by it pursuant to the requirements of any disclosing such information would violate Applicable Law (including without limitation federal or state securities antitrust and privacy laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) protected by attorney-client privilege to the extent such privilege cannot be protected by the Company through exercise of its reasonable efforts. (b) Each of Parent and the Company shall hold, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to hold, all information received from the other information concerning any party, directly or indirectly, in confidence in accordance with, and shall otherwise abide by and be subject to, the terms and conditions of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably requestConfidentiality Agreement; provided, however, that no investigation pursuant (i) the definition of “Representatives” in the first paragraph of the Confidentiality Agreement shall be deemed to this Section shall affect include any representations potential debt or warranties made herein equity financing source of Parent or Merger Subsidiary (it being understood that notwithstanding anything in the conditions Confidentiality Agreement to the obligations of the contrary, Parent, Merger Subsidiary and their respective parties Representatives may disclose any information to consummate the transactions contemplated hereby. Childs, Acquiror Parent prospective debt and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror equity financing sources in connection with the syndication and marketing of the Financing subject to receipt of customary confidentiality undertakings from such prospective debt and equity financing sources) and (ii) the second and sixth paragraphs of Section 2 of the Confidentiality Agreement and the restrictions set forth in Section 6 of the Confidentiality Agreement shall be inapplicable with respect to any of the transactions contemplated set forth in this Agreement or any proposals, negotiations or arrangements by or on behalf of a party permitted by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary Agreement (including in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law response to be discloseda notice pursuant to Section 6.03(f)).

Access to Information. (a) After each Closing Date and for a period of seven years following the final Closing Date hereunder, or such longer period as may be required by Applicable Law, the Seller and the Purchaser shall grant each other (or their respective designees), and the Purchaser shall cause each MCH Company that is a Transferred Interest to grant to the Seller (or its designees), access at all reasonable times to all of the information, books and records relating to this Transaction or to the corresponding Portfolio Companies in its possession that are not otherwise protected by legal privilege, and shall afford such Party the right (at such Party’s expense) to take extracts therefrom and to make copies thereof, to the extent that such Party may reasonably request for purposes of completing or reconciling its financial and Tax accounts. (b) In furtherance of the preceding Section 7.2(a): (i) the Purchaser and the Seller agree to furnish, or cause to be furnished, to each of Childs, Acquiror Parent and Acquiror other and their accountantsrespective Representatives, counsel, financial advisors, financing sources and other representatives (the "Representatives") full access during normal business hours throughout the period prior hours, such information (including records pertinent to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) MCH Companies that are Transferred Interests and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities lawsextent available, the Designated Companies) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which as may have a material effect on its business, operations, properties, be reasonably necessary for financial condition, or results of operations reporting and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror accounting matters in connection with the transactions contemplated by this Agreement; and (ii) the Purchaser shall use its reasonable best efforts to promptly complete its financial audit of the Portfolio Companies that are Transferred Interests for the fiscal and tax years in which the corresponding Closing Date shall occur, except that Childs, Acquiror Parent and Acquiror may disclose such information so as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partnersto permit the Seller to timely complete its audit for, and ChildsTax Returns with respect to, Acquiror Parent and Acquiror may disclose any information that is the same period. (c) For a period of seven years after the final Closing Date hereunder, or such longer period as shall be required by Applicable Law Law, the Purchaser shall each retain all books and records in its possession relating to be disclosedthe Transferred Interests (including work papers and relevant correspondence with accountants and Tax authorities) to the extent that such books and records relate to Taxes or the financial accounts of such Portfolio Companies through the end of the fiscal and Tax years in which the corresponding Closing Date shall have occurred. If the Purchaser shall desire to dispose of any of such books and records prior to the expiration of such seven-year period, the Purchaser shall, prior to such disposition, give the Seller a reasonable opportunity, at the Seller’s expense, to segregate and remove such books and records as the Seller may select.

Access to Information. Company From and after the Closing Date, Parent shall afford to (and shall cause the Surviving Corporation and each of Childs, Acquiror Parent and Acquiror and their accountants, counsel, financial advisors, financing sources its Subsidiaries and other representatives (the "Representatives") full access Affiliates to), during normal business hours throughout and upon reasonable prior notice and in such a manner as will not unreasonably interfere with the period prior conduct of the business of Parent or any of its Subsidiaries, make available and provide the Representative and each former Securityholder and their respective representatives (including, without limitation, counsel and independent auditors) with access to the Effective Time facilities and properties of the Surviving Corporation and each of its Subsidiaries and to all of its and its Subsidiaries propertiesinformation, booksfiles, contracts, commitments documents and records (including Tax Returnswritten and computer) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant relating to the requirements Surviving Corporation or its Subsidiaries or any of their businesses or operations for any and all periods prior to or including the Closing Date which they may require with respect to any claim, dispute, action, cause of action, investigation or proceeding of any Applicable Law kind by or against any Person, including such claim, dispute, action, cause of action, investigation or proceeding which could reasonably be expected to result in a claim by a Buyer Indemnified Party for Buyer Indemnified Costs, and shall (including without limitation federal or state securities lawsand shall cause the Surviving Corporation and each of its Subsidiaries to) or filed by it cooperate fully with the Commission or any other Authority Representative, such Securityholders and their respective representatives (including, without limitation, counsel and independent auditors) in connection with the transactions contemplated foregoing, at the Representative's, such Securityholders' or their respective representatives', sole cost and expense, including, without limitation, by this Agreement making tax, accounting and financial personnel and other appropriate employees and officers of the Surviving Corporation and each of its Subsidiaries available to the Representative, such Securityholders and their respective representatives (including, without limitation, counsel and independent auditors). In addition, following the Closing, the Representative, the Securityholders and their respective representatives shall be given the opportunity to review, comment upon and suggest changes or corrections to any Tax Returns, reports and declarations which may have a material effect on its business, operations, properties, financial condition, include the Company or results of operations and (ii) such other information concerning any of its Subsidiaries prepared by Parent, Sub, the foregoing as ChildsSurviving Corporation or any Affiliate thereof, Acquiror including without limitation the Company and its Subsidiaries (and the work papers used in the preparation thereof) which relate to or include any period or portion thereof ending on or before the Closing Date (or periods beginning prior to the Closing Date and ending subsequent thereto, if any), in each case prior to the filing thereof (but in no event less than 15 days prior to such filing). Parent and Acquiror shall reasonably request; provided, however, that no investigation each Person who receives information pursuant to this Section 6.3 shall affect any representations or warranties made herein or the conditions work together in good faith to establish a reasonable agreement relating to the obligations confidentiality of the respective parties all information provided pursuant to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedSection 6.3.

Access to Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full access of Buyer, access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments commitments, records, officers, employees, accountants, counsel and records (including Tax Returns) other representatives and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to Buyer (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal Federal securities laws or Federal or state securities lawsbanking laws (other than reports or documents which the Company is not permitted to disclose under applicable law) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such all other information concerning its business, properties and personnel as Buyer may reasonably request. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the foregoing rights of the Company's customers, jeopardize any attorney client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Buyer will hold all such information in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated February 3, 1997, between Buyer and the Company (the "Confidentiality Agreement"). (b) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer shall, and shall cause its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to such information regarding Buyer and its Subsidiaries as Childs, Acquiror Parent and Acquiror shall be reasonably request; provided, however, that no investigation necessary for the Company to fulfill its obligations pursuant to this Section Agreement to prepare the Proxy Statement or which may be reasonably necessary for the Company to confirm that the representations and warranties of Buyer contained herein are true and correct and that the covenants of Buyer contained herein have been performed in all material respects. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Buyer's customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. The Company will hold all such information in confidence to the extent required by, and in accordance with, the provision of the Confidentiality Agreement. (c) No investigation by either of the parties or their respective representatives shall affect any representations the representations, warranties, covenants or warranties made herein or the conditions to the obligations agreements of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedother set forth herein.

Access to Information. (a) The Company and its subsidiaries shall afford to each of Childs, Acquiror Parent and Acquiror Subsidiary and their respective accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period after the date hereof and prior to the Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by it any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) laws or filed by it any of them with the Commission or any other Authority in connection with the transactions contemplated by this Agreement SEC or which may have a material effect on its businesstheir respective businesses, operationsproperties or personnel, properties, financial condition, or results of operations and (ii) such other information concerning any their respective businesses, operations, properties, assets, condition (financial or other) results of operations and personnel as Parent or Subsidiary or the foregoing Company, as Childsthe case may be, Acquiror Parent and Acquiror shall reasonably request; provided, however, provided that no investigation pursuant to this Section 7.1 shall affect amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyMerger. Childs, Acquiror Parent and Acquiror its subsidiaries shall hold, hold and shall use their reasonable business best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement in accordance with the terms of the Confidentiality Agreement dated the date hereof, which is incorporated herein by reference and made a part hereof (the "Confidentiality Agreement"). (b) In the event that this Agreement is terminated in accordance with its terms, except that Childseach party shall promptly redeliver or destroy, Acquiror Parent and Acquiror may disclose such information as may be necessary applicable, to the other all non-public written material provided in connection with seeking all Governmental Authorizations and any required approval the transactions contemplated herein in accordance with the terms of Childs' limited partners, and Childs, Acquiror the Confidentiality Agreement. (c) The Company shall promptly advise Parent and Acquiror Parent shall promptly advise the Company in writing of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may disclose any information that is required by Applicable Law to be disclosedhave, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be.

Access to Information. (a) From and after the date of this Agreement, subject to the requirements of applicable Law, the Company shall afford to each of Childs, Acquiror will (i) give Parent and Acquiror Merger Sub and their authorized accountants, counselinvestment bankers, financial advisors, financing sources counsel and other representatives reasonable access (the "Representatives") full access during normal regular business hours throughout the period prior upon reasonable notice) to the Effective Time such employees, plants, offices, warehouses and other facilities at reasonable times and to all of its and its Subsidiaries properties, such books, contracts, commitments and records (including Tax Returnsreturns) of the Company and its Subsidiaries as Parent may reasonably request and instruct the Company’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, (ii) permit Parent and Merger Sub to make such inspections as they may reasonably require, (iii) cause its officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information with respect to the business, properties and personnel of the Company and its Subsidiaries as Parent or Merger Sub may from time to time reasonably request, (iv) use its commercially reasonable efforts to obtain when available consistent with past practice all unblinded clinical trial data with respect to the clinical trials listed in Section 5.03 of the Disclosure Letter, and, during as promptly as reasonably practicable, furnish to Parent or Merger Sub all such perioddata and any other data or other information resulting from any of the studies listed in Section 3.17(e) of the Disclosure Letter that implicates patient safety or product efficacy, shall and (v) furnish promptly (i) to Parent and Merger Sub a copy of each report, schedule and other document filed or received by it the Company or any of its Subsidiaries during such period pursuant to the requirements of any Applicable Law (including without limitation the federal or state securities lawsLaws. Notwithstanding the foregoing, the Company shall not be obligated to provide such access, inspections, data or other information to the extent that to do so (x) may cause a waiver of an attorney-client privilege or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial conditionloss of attorney work product protection, or results of operations and (iiy) such other information concerning would violate a confidentiality obligation to any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably requestPerson; provided, however, that no investigation that Company shall use its reasonable best efforts to obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential information, or by providing such access, inspections, data or other information solely to outside counsel, or executing other documents or taking other action reasonably requested by Parent to avoid the loss of attorney-client privilege) as is necessary to provide such access, inspections, data or other information to Parent and Merger Sub in compliance with applicable law. (b) Information obtained by Parent or Merger Sub pursuant to this Section 5.03(a) shall affect any representations or warranties made herein or the conditions be subject to the obligations provisions of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Confidentiality Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed.

Access to Information. Company (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Fifth Third and Old Kent shall, and shall cause each of its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (of the "Representatives") full access other party, access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) records, and, during such period, the parties shall, and shall furnish promptly cause its Subsidiaries to, make available to the other party (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal securities laws or federal or state securities lawsbanking laws (other than reports or documents which such party is not permitted to disclose under applicable law) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such all other information concerning its business, properties and personnel as the other party may reasonably request. None of the parties nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the foregoing as Childsattorney-client privilege of such party or its Subsidiaries or contravene any law, Acquiror Parent and Acquiror shall reasonably request; providedrule, howeverregulation, that no investigation pursuant to this Section shall affect any representations order, judgment, decree, fiduciary duty or warranties made herein or the conditions binding agreement entered into prior to the obligations date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the respective parties to consummate the transactions contemplated hereby. Childspreceding sentence apply. (b) Except as provided in Section 9.9, Acquiror Parent Fifth Third and Acquiror Old Kent shall hold, and shall use their reasonable business efforts to cause their Representatives its respective Subsidiaries and its and its Subsidiaries' directors, officers, employees, agents, consultants and advisors to hold, in strict confidence all non-public documents and information furnished by or on behalf of the other party or any of such party's Subsidiaries or representatives pursuant to Childs, Acquiror Parent and Acquiror Section 6.2(a) in connection with confidence to the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any extent required approval of Childs' limited partnersby, and Childsin accordance with, Acquiror Parent the provisions of the confidentiality agreement, dated November 14, 2000, between the parties. (c) No investigation by either of the parties or their respective representatives shall affect the representations and Acquiror may disclose any information that is required by Applicable Law to be disclosedwarranties of the other set forth herein.

Access to Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full access of Buyer, access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments commitments, records, officers, employees, accountants, counsel and records (including Tax Returns) other representatives and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to Buyer (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal Federal securities laws or Federal or state securities lawsbanking laws (other than reports or documents which the Company is not permitted to disclose under applicable law) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such all other information concerning its business, properties and personnel as Buyer may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the foregoing rights of the Company's customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer shall, and shall cause its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to such information regarding Buyer and its Subsidiaries as Childs, Acquiror Parent and Acquiror shall be reasonably request; provided, however, that no investigation necessary for the Company to fulfill its obligations pursuant to this Section Agreement to assist in the preparation of the Proxy Statement or which may be reasonably necessary for the Company to confirm that the representations and warranties of Buyer contained herein are true and correct and that the covenants of Buyer contained herein have been performed in all material respects. Neither Buyer nor any of its Subsidiaries shall affect be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Buyer's customers, jeopardize any representations attorney-client privilege or warranties made herein contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or the conditions binding agreement entered into prior to the obligations date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the respective parties preceding sentence apply. (c) All information furnished by either party to consummate the transactions contemplated herebyother party or its representatives pursuant hereto shall be treated as the sole property of the delivery party and, if the Merger shall not occur, the receiving party and its representatives shall return to the delivering party all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. Childs, Acquiror Parent and Acquiror shall holdThe receiving party shall, and shall use their reasonable business its best efforts to cause their Representatives its representatives to, keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to holdkeep such information confidential shall continue for ten years from the date the proposed Merger is abandoned and shall not apply to (i) any information which (x) was already in the receiving party's possession prior to the disclosure thereof by the delivering party; (y) was then generally known to the public; or (z) was disclosed to the receiving party by a third party not bound by an obligation of confidentiality or (ii) disclosures made as required by law. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder the receiving party is nonetheless, in strict confidence all non-public documents and the opinion of its counsel, compelled to disclose information furnished concerning delivering party to Childsany tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror receiving party may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval to such tribunal or governmental body or agency without liability hereunder. (d) No investigation by either of Childs' limited partnersthe parties or their respective representatives shall affect the representations, and Childswarranties, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed45 covenants or agreements of the other set forth herein.

Access to Information. (a) Subject to applicable law, the Company shall afford afford, and cause its subsidiaries to each of Childsafford, Acquiror Parent and to Acquiror and their its accountants, counsel, financial advisors, financing sources advisors and other representatives (the "“Acquiror Representatives"”) and Acquiror and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the “Company Representatives”) full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including including, but not limited to, Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) one another such other information concerning any of their respective businesses, properties and personnel as Acquiror or the foregoing Company, as Childsthe case may be, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no . Any investigation pursuant to this Section 7.1 shall affect any representations or warranties made herein or be conducted in a manner which will not interfere unreasonably with the conditions to the obligations conduct of the respective parties business of the other party. Acquiror and its subsidiaries (including Merger Sub) shall hold and cause Acquiror Representatives to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and the Company shall use their reasonable business efforts to hold and cause their the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to ChildsAcquiror or to the Company, Acquiror Parent and Acquiror as the case may be, in connection with the transactions contemplated by this Agreement, except that Childs, (i) Acquiror Parent and Acquiror the Company may disclose such information as may be necessary in connection with seeking all Governmental Authorizations Acquiror Required Statutory Approvals and any required approval the Company Required Statutory Approvals, (ii) each of Childs' limited partners, Acquiror and Childs, Acquiror Parent and Acquiror the Company may disclose any information that it is required by Applicable Law law or judicial or administrative order to disclose and (iii) Acquiror may disclose any such information that it is required by any stock exchange rule to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all nonpublic written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Acquiror or the Company based on the information in such material shall be discloseddestroyed (and Acquiror and the Company shall use their respective reasonable efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable efforts) shall be certified in writing by an authorized officer supervising such destruction. (c) The parties hereto acknowledge that Acquiror and the Company have previously executed a Confidentiality Agreement, dated as of June 6, 2003 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms, except as expressly modified by this Agreement.

Access to Information. Company shall afford (a) Except as otherwise provided in this Article VI, DSC will afford, upon reasonable notice, to each of Childs, Acquiror Parent CWSG and Acquiror and their accountantsits representatives, counsel, financial advisorsaccountants, financing sources agents and other representatives (the "Representatives") full employees reasonable access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, books, files and records and will do everything reasonably necessary to enable CWSG and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial conditionstatements, business, assets and properties of DSC and the condition thereof and to update such examination at such intervals as CWSG shall deem appropriate. Such examination shall be conducted in cooperation with the officers of DSC and in such a manner as to minimize any disruption of, or results interference with, the normal business operations of operations DSC. Upon the request of CWSG, DSC will request ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to provide reasonable access to representatives of KPMG Peat Marwick working on behalf of CWSG to auditors' work papers with respect to the business and properties of DSC, including tax accrual work papers prepared for DSC during the preceding sixty (60) months, other than (a) books, records and documents covered by the attorney-client privilege, or that are attorneys' work product, and (iib) such other information concerning any books, records and documents that DSC is legally obligated to keep confidential. No examination or review conducted under this section shall constitute a waiver or relinquishment on the part of CWSG of the foregoing as Childs, Acquiror Parent right to rely upon the representations and Acquiror shall reasonably requestwarranties made by DSC herein; provided, however, that no investigation CWSG shall disclose to DSC any fact or circumstance it may discover which CWSG believes renders any representation or warranty made by DSC hereunder incorrect in any respect. Any examination or review conducted pursuant to this Section 6.3(a) shall affect be at the sole cost and expense of the party conducting or requesting the examination or review. CWSG covenants and agrees that it, the CWSG Subsidiaries, and their respective representatives, counsel, accountants, agents and employees will hold in strict confidence all documents and information concerning DSC so obtained from any representations or warranties made herein or the conditions of them (except to the obligations extent that such documents or information are a matter of public record or require disclosure in the Proxy Statement and Prospectus or any of the respective parties public information of any applications required to consummate be filed with any Governmental Entity to obtain the approvals and consents required to effect the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold), and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with if the transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents shall be returned to DSC. (b) [deleted]. (c) With the exception of those portions of minutes relating to consideration of this transaction or any Competing Transaction, DSC shall provide CWSG with a copy of all minutes of all regular and special Board of Directors' and committee meetings of DSC from the date hereof until the Effective Date of the Merger. Said copy or copies shall be received by this Agreement, except CWSG no later that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law 10 business days following the meeting or meetings to be disclosedwhich the minutes pertain.

Access to Information. (a) The Company and its subsidiaries shall afford to each of Childs, Acquiror Parent and Acquiror Subsidiary and their respective accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by it any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) laws or filed by it any of them with the Commission or any other Authority in connection with the transactions contemplated by this Agreement SEC or which may have a material effect on its businesstheir respective businesses, operations, properties, financial condition, properties or results of operations personnel and (ii) such other information concerning any their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the foregoing Company, as Childsthe case may be, Acquiror Parent and Acquiror shall reasonably request; provided, however, provided that no investigation pursuant to this Section 7.1 shall affect amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyMerger. Childs, Acquiror Parent and Acquiror its subsidiaries shall hold, hold and shall use their reasonable business best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that Childs(i) Parent, Acquiror Parent Subsidiary and Acquiror the Company may disclose such information as may be necessary in connection with seeking all Governmental Authorizations the Parent Required Statutory Approvals, the Company Required Statutory Approvals and any required approval the Company Stockholders' Approval and (ii) each of Childs' limited partnersParent, Subsidiary and Childs, Acquiror Parent and Acquiror the Company may disclose any information that it is required by Applicable Law law or judicial or administrative order to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Parent or the Company based on the information in such material shall be discloseddestroyed (and Parent and the Company shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy 36 their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction. (c) The Company shall promptly advise Parent and Parent shall promptly advise the Company in writing of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have, any material adverse effect on the business, operations, properties, assets, condition (financial or other), or results of operations of the Company and its subsidiaries or Parent and its subsidiaries, as the case may be, taken as a whole.

Access to Information. Company (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of the Parties shall, and shall cause each of their respective Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (of the "Representatives") full access other Parties, access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during records. Access shall be reasonably related to the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement. During such period, each of the Parties shall, and shall furnish promptly cause their respective Subsidiaries to, make available to the other Parties (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law federal securities laws (including without limitation federal other than reports or state securities lawsdocuments which such party is not permitted to disclose under applicable law) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such all other information concerning its business, properties and personnel as such party may reasonably request. No Party shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Each of the Parties shall hold all information furnished by or on behalf of any other Party or any of such Party’s Subsidiaries or representatives pursuant to Section 7.2(a) in confidence and in accordance with, the provisions of the Confidentiality Agreement between Parent and the Company, dated as of January 16, 2024 (the “Confidentiality Agreement”). The Company acknowledges and agrees that the execution, delivery and performance by ▇▇▇▇▇▇ and its Affiliates of this Agreement, the Voting Agreements and the Employment Agreements and the transactions contemplated hereby and thereby shall not be deemed a breach of Parent’s obligations under the Confidentiality Agreement. (c) No investigation by any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section Parties or their respective representatives shall affect any the representations or and warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedother set forth herein.

Access to Information. Company (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of Best and Hiway shall, and Hiway shall cause its Subsidiary to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (of the "Representatives") full other party, access during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during records. During such period, each of Best and Hiway shall, and Hiway shall furnish promptly cause its Subsidiary to, make available to the other party (i) a copy of each report, schedule schedule, and other document filed or received by it pursuant during such period (other than reports or documents which Best or Hiway, as the case may be, is not permitted to the requirements of any Applicable Law (including without limitation federal disclose under applicable law or state securities lawsby agreement) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such all other information concerning any its business, properties and personnel as such party may reasonably request. Neither Best nor Hiway nor the Hiway Subsidiary shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Best's or Hiway's, as the case may be, customers, jeopardize the attorney-client and work product privileges of the foregoing as Childsentity in possession or control of such information or contravene any law, Acquiror Parent and Acquiror shall reasonably request; providedrule, howeverregulation, that no investigation pursuant to this Section shall affect any representations order, judgment, decree, fiduciary duty or warranties made herein or the conditions binding agreement entered into prior to the obligations date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the respective parties preceding sentence apply. (b) Each of Best and Hiway agrees to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall holdkeep confidential, and shall use their reasonable business efforts not divulge to cause their Representatives to holdany other party or person (other than employees of, in strict confidence and attorneys, accountants, financial advisors and other representatives for, Best and Hiway), all non-public documents documents, information, records and financial statements received from the other, and all reports, information furnished and financial information obtained through audits or other reviews conducted pursuant to Childsthis Agreement (unless readily ascertainable from public or published information, Acquiror Parent or trade sources, or already known or subsequently developed by a party independently of any investigation or received from a third party not under an obligation to the other party to keep such information confidential), and Acquiror to use the same only in connection with the transactions contemplated by this Agreement; and if the transactions contemplated by this Agreement are not consummated for any reason, except that Childseach party agrees to return promptly to the other party all written materials furnished by the other party, Acquiror Parent and Acquiror may disclose such information as may be necessary all copies thereof, in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partnerssuch investigation, and Childsto destroy all documents and records in its possession containing extracts or summaries of any such non-public information. (c) No investigation by either of the parties or their respective representatives shall affect the representations, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedwarranties, covenants or conditions of the other set forth in this Agreement.

Access to Information. The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, afford to each of Childs, Acquiror Parent and Acquiror its Representatives, and to the Financing Sources and their accountantsrespective Representatives, counselreasonable access, financial advisors, financing sources and other representatives (the "Representatives") full access during normal business hours throughout hours, in such manner as to not unreasonably interfere with the period prior normal operation of the Acquired Companies (provided, that the Company or its Subsidiaries, as the case may be, shall use its reasonable best efforts to make arrangements for such access in a manner that minimized the Effective Time likelihood of unreasonable interference), to all of its and its Subsidiaries their respective properties, books, contractsContracts, commitments and records (including commitments, Tax Returns) and, during such periodrecords and appropriate Representatives of the Acquired Companies, and shall furnish promptly (i) a copy of each report, schedule such Representatives with existing financial and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations operating data and (ii) such other information concerning any the affairs, business, property and personnel of the foregoing Acquired Companies as Childs, Acquiror Parent and Acquiror shall such Representatives may reasonably request; provided, howeverthat such investigation shall only be upon reasonable notice and shall be at Parent's sole cost and expense; provided, further, that no nothing herein shall require the Acquired Companies to disclose any information to Parent or its Representatives if such disclosure would, in the reasonable judgment of the Company, (i) violate Applicable Law or the provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to which any Acquired Company is a party or (ii) jeopardize any attorney-client or other legal privilege (it being agreed that, with respect to clause (i), the Company shall use reasonable efforts to cause such information to be provided in a manner that would not cause such violation or jeopardy; provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing involving sampling of soil, groundwater or building materials, or other similar invasive techniques at any of the Acquired Companies' properties. All information obtained by Parent, Merger Sub and their respective Representatives shall be subject to the Confidentiality Agreement. No investigation or access permitted pursuant to this Section 6.03 shall affect or be deemed to modify any representations representation or warranties warranty made herein by the Company hereunder, or otherwise limit or affect the remedies available to Parent or Merger Sub under this Agreement. For the avoidance of doubt, neither the foregoing nor any other provision of this Agreement or the conditions Confidentiality Agreement shall be deemed to limit any customary disclosure made by Parent, Merger Sub and their Affiliates to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror Financing Sources or rating agencies in connection with the transactions contemplated efforts or activities by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law Merger Sub to be disclosedobtain the Financing.

Access to Information. (a) Subject to applicable law, --------------------- any third party confidentiality agreements and the agreements set forth in Section 6.2(b), between the date hereof and the Effective Time, the Company shall afford to give each of Childs, Acquiror Parent and Acquiror Subsidiary and their accountants, counsel, financial advisors, financing sources auditors, and other authorized representatives (reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of the "Representatives") full access during normal business hours throughout Company and its subsidiaries, including its outside auditors, shall permit each of Parent and Subsidiary and their respective counsel, financial advisors, auditors and other authorized representatives to make such inspections as Parent or Subsidiary may reasonably require and shall cause the period prior Company's officers or representatives and those of its subsidiaries to furnish promptly to Parent or Subsidiary or their representatives such financial and operating data and other information with respect to the Effective Time to all business and properties of the Company and any of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed subsidiaries as Parent or received by it pursuant Subsidiary may from time to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably time request; provided, however, that no . No investigation pursuant to this Section 6.2 shall affect any representations or warranties made of the parties herein or the conditions to the obligations of the respective parties hereunder. Information to consummate which the transactions contemplated hereby. ChildsCompany shall afford Parent access that pertains to the Company's leased properties includes copies of all of the leases as well as copies of all documents, Acquiror reports, studies, inspections, surveys, title reports, building occupancy and zoning permits, easements, recorded instruments and other information in the Company's possession which pertain to utilities, infrastructure, zoning, environmental condition, the leases, and any other condition affecting the leased properties, and such copies are, to the knowledge of the Company, correct and complete. (b) Notwithstanding any provision of the Confidentiality Agreement dated February 22, 1998 between Parent and Acquiror shall holdthe Company, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror Subsidiary may (i) enter into this Agreement, (ii) acquire Shares pursuant to the Offer and the Completion of the Acquisition and (iii) make such disclosures in connection with the transactions contemplated by this AgreementOffer, except that Childs, Acquiror the Offer Documents and the Proxy Statement as Parent and Acquiror Subsidiary may disclose such information as may be necessary determine in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that their reasonable discretion is required by Applicable Law to be disclosedapplicable law.

Access to Information. Company (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, MidConn Bank shall afford accord to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full access of EFC and Eagle Bank, access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, MidConn Bank shall furnish promptly make available to EFC (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal securities laws or federal or state securities lawsbanking laws and (ii) all other information concerning its business, properties and personnel as EFC may reasonably request. EFC shall receive notice of all meetings of the MidConn Bank Board of Directors and any committees thereof, and of any management committees (in all cases, at least as timely as all MidConn Bank representatives to such meetings are required to be provided notice). Up to two representatives of EFC shall be permitted to attend all meetings of the Board of Directors (except for the portion of such meetings which relate to the Merger or filed an Acquisition Transaction or such other matters deemed confidential ("Confidential Matters") by it the Boards of Directors of MidConn Bank) and such meetings of committees of the Board of Directors and management of MidConn Bank which EFC desires. EFC will hold all such information in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement which EFC entered into with O & Co. dated October 30, 1996 (the Commission or any "Confidentiality Agreement"). (b) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, EFC shall, and shall cause Eagle Bank to, afford to the officers, employees, accountants, counsel and other Authority in connection with representatives of MidConn Bank, access, during normal business hours during the transactions contemplated by period prior to the Effective Time, to such information regarding EFC and Eagle Bank as shall be reasonably necessary for MidConn Bank to fulfill its obligations pursuant to this Agreement or which may be reasonably necessary for MidConn Bank to confirm that the representations and warranties of EFC contained herein are true and correct and that the covenants of EFC contained herein have a been performed in all material effect on its businessrespects. MidConn Bank will hold all such information in confidence to the extent required by, operationsand in accordance with, propertiesthe provisions of the Confidentiality Agreement. (c) No investigation by either of the parties or their respective representatives shall affect the representations and warranties of the other set forth herein. (d) MidConn Bank shall provide EFC with true, correct and complete copies of all financial condition, or results of operations and (ii) such other information concerning any provided to directors of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror MidConn Bank in connection with the transactions contemplated by this Agreementmeetings of its Board of Directors or committees thereof, except that Childsmaterials relating to Confidential Matters, Acquiror Parent and Acquiror may disclose such which information as may shall be necessary in connection provided to EFC concurrently with seeking all Governmental Authorizations and any required approval its provision to directors of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedMidConn Bank.

Access to Information. (a) From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Section 10.01, and subject to Applicable Law and the Confidentiality Agreement, the Company shall, and shall afford to cause each of Childsits Subsidiaries to, Acquiror Parent solely for purposes of consummating the Merger and Acquiror the other transactions contemplated hereby or integration planning relating thereto (i) give to Parent, its counsel, financial advisors, auditors and their accountantsother Representatives reasonable access during normal business hours to the employees, offices (unless such office is undergoing shut down pursuant to a COVID Action), properties, books and records of such party, (ii) furnish as reasonably promptly as practicable to Parent, its counsel, financial advisors, auditors and other Representatives all information (financial or otherwise) as such Persons may reasonably request concerning the Company’s and its Subsidiaries’ business, properties, officers, Contracts and personnel (including information for purposes of transition and integration planning or possible divestitures of assets or businesses and information regarding capital expenditures, including forecasted expenditures and actual expenditures as compared to such forecasts), and (iii) instruct its employees, counsel, financial advisors, financing sources auditors and other representatives (the "Representatives") full access during normal business hours throughout the period prior authorized Representatives to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it reasonably cooperate with the Commission or any other Authority Parent in connection with the transactions contemplated foregoing. Parent and the Company will cooperate to minimize to the extent reasonably practicable any unnecessary disruption to the businesses of the Company and its Subsidiaries that may result from the requests for access, data and information hereunder. No information or knowledge obtained in any review or investigation pursuant to this Section 6.04 shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding the foregoing in this Section 6.04 or the provisions of Section 8.01, the Company may, as it reasonably determines to be necessary based on the advice of its outside legal counsel, reasonably designate any competitively sensitive material provided under this Section 6.04 and Section 8.01 as “Outside Counsel Only Material.” Outside Counsel Only Material and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, directors, or other Representatives of the recipient unless express permission is obtained in advance from the Company or its legal counsel. Anything to the contrary contained in this Section 6.04 and Section 8.01 notwithstanding, materials provided pursuant to this Section 6.04 or Section 8.01 may be redacted (i) as necessary to comply with terms of any applicable confidentiality arrangements to which the Company or any of its Subsidiaries entered into prior to the date of this Agreement (provided that at Parent’s written request, the Company shall use its reasonable best efforts to obtain the required consent of counterparty to such confidentiality agreement to such access or which may have disclosure or, if unable to do so, to make appropriate substitute arrangements to allow for such access or disclosure that does not result in a material effect on its businessviolation), operations, properties, financial condition, or results of operations and (ii) as reasonably necessary to prevent the loss of any attorney-client, attorney work product or other legal privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in such loss of any such attorney-client, attorney work product or other information concerning any of the foregoing as Childs, Acquiror Parent and Acquiror shall reasonably requestlegal privilege); provided, however, that no investigation such access and disclosure shall be granted, as applicable, to counsel for Parent to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. (c) Parent will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section shall affect any representations or warranties made herein or the conditions 6.04 and Section 8.01, in confidence to the obligations extent required by and in accordance with, and will otherwise comply with, the terms of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Confidentiality Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosed.

Access to Information. Subject to currently existing contractual and legal restrictions applicable to Parent (which Parent represents and warrants do not require it to withhold information which is material and adverse to Parent and its Subsidiaries taken as a whole) or to the Company (which the Company represents and warrants do not require it to withhold information which is material and adverse to the Company and its Subsidiaries taken as a whole), Parent and the Company shall, and shall afford to cause each of Childsits respective Subsidiaries to, Acquiror Parent and Acquiror and their afford, during normal business hours during the period from the date of this Agreement through the Effective Time, to the accountants, counsel, financial advisors, financing sources officers and other representatives (of the "Representatives") full other reasonable access during normal business hours throughout the period prior to, and permit them to the Effective Time to all of make such inspections as may reasonably be requested of, its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) including, without limitation, the work papers of independent public accountants), and also permit such interviews with its officers and employees as may be reasonably requested; and, during such period, Parent and the Company shall, and shall cause each of its respective Subsidiaries to, furnish promptly to the other (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations laws and (ii) such all other information concerning any its properties, assets, business and personnel as the other may reasonably request. As soon as practicable after the date hereof, the Company shall provide to Parent the information specified on Schedule A to the Company Letter in respect of each holder of a Company Stock Option or restricted Company Common Shares other than the foregoing as Childssix holders referenced in Section 3.2. From the date of this Agreement through the Effective Time, Acquiror Parent and Acquiror the Company shall reasonably request; providedconsult with each other regarding any inquiries made by antitrust regulatory authorities, however, that no including as to any issues raised by such authorities and the possible resolutions thereof. No investigation pursuant to this Section 5.4 shall affect any representations representation or warranties made herein warranty in this Agreement of any party hereto or the conditions any condition to the obligations of the respective parties hereto. All information obtained by Parent or the Company pursuant to consummate this Section 5.4 shall be kept confidential in accordance with the transactions contemplated hereby. ChildsConfidentiality Agreements dated January 24, Acquiror 1995 and May 11, 1995, respectively, as the same have been amended to date, between Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedCompany.

Access to Information. Company (a) Upon reasonable notice, and except as may otherwise be required by Laws (including in particular any antitrust regulations), Seller shall in relation to the Business, and shall procure that the other Seller Parties in relation to the Business and the Companies will, afford to each of ChildsPurchaser’s Representatives reasonable access, Acquiror Parent and Acquiror and their accountants, counsel, financial advisors, financing sources and other representatives (the "Representatives") full access during normal business hours throughout the period prior to the Effective Time Closing, to all of its the Seller Parties’ and its Subsidiaries the Companies’ properties, books, contracts, commitments Contracts and records (including Tax Returns) and, during such period, the Seller Parties and the Companies shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its Purchaser all information concerning their respective business, operations, properties, financial condition, or results of operations and (ii) such other information concerning any of the foregoing personnel as Childsmay reasonably be requested, Acquiror Parent and Acquiror shall reasonably request; provided, however, provided that no investigation pursuant to this Section 7.4 shall affect or be deemed to modify any representations representation or warranties warranty made herein or the conditions by Seller. (b) Upon reasonable notice, and except as may otherwise be required by Laws, Purchaser shall in relation to the obligations Business and the Companies, and shall procure that the Designated Transferees in relation to the Business and the Companies will afford Seller’s Representatives reasonable access, during normal business hours after the Closing, to the Companies’ properties, books, Contracts and records to the extent required (i) to conduct or defend any third-party litigation, or (ii) comply with any Tax requirements or accounting matters. Furthermore, Purchaser acknowledges and agrees that Seller shall be entitled to keep a copy of all books and records of the Companies to the extent required (i) to conduct or defend any third-party litigation pending as of the Closing Date, or (ii) comply with any Tax requirements or accounting matters. (c) Each Party undertakes to retain their respective books and records in relation to the Business and the Companies until the expiry of the applicable statutory retention period. (d) After the Closing Date, Purchaser shall, and shall procure that its Subsidiaries (including for the avoidance of doubt, the Companies) will, retain the books and records with respect to Tax matters pertinent to the Business until the expiration of the statute of limitations (and, to the extent notified by Seller, any extensions thereof) of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall holdTax periods, and abide by all record retention agreements entered into with any Tax Authority. Prior to the expiry of the relevant retention period, Purchaser shall use their give Seller reasonable business efforts written notice prior to cause their Representatives to holdtransferring, in strict confidence all non-public documents destroying or discarding any such books and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedrecords.

Access to Information. (a) Subject to applicable law, the Company and its subsidiaries shall afford to each of Childs, Acquiror Parent and Acquiror Subsidiary and their respective accountants, counsel, financial advisors, financing sources advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of its and its Subsidiaries their respective properties, books, contracts, commitments and records (including including, but not limited to, Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) one another such other information concerning any of their respective businesses, properties and personnel as Parent or Subsidiary or the foregoing Company, as Childsthe case may be, Acquiror Parent and Acquiror shall reasonably request; provided, however, that no investigation pursuant to this Section 8.1 shall affect amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyMerger. Childs, Acquiror Parent and Acquiror its subsidiaries shall hold, hold and shall use their reasonable business best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Childs, Acquiror Parent and Acquiror Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that Childs(i) Parent, Acquiror Parent Subsidiary and Acquiror the Company may disclose such information as may be necessary in connection with seeking all Governmental Authorizations the Parent Required Statutory Approvals and any required approval the Company Required Statutory Approvals and (ii) each of Childs' limited partnersParent, Subsidiary and Childs, Acquiror Parent and Acquiror the Company may disclose any information that it is required by Applicable Law law or judicial or administrative order to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all nonpublic written material provided pursuant to this Section 8.1 and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Parent or the Company based on the information in such material shall be disclosed.destroyed (and Parent and the Company shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and

Access to Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full access of Parent and Parent Bank, access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments commitments, records, officers, employees, accountants, counsel and records (including Tax Returns) other representatives and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal Federal securities laws or Federal or state securities lawsbanking laws (other than reports or documents which the Company is not permitted to disclose under applicable law) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such all other information concerning its business, properties and personnel as Parent or Parent Bank may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the foregoing as Childsrights of the Company’s customers, Acquiror jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Parent shall, and shall cause its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to such information regarding Parent and Acquiror its Subsidiaries as shall be reasonably request; provided, however, that no investigation necessary for the Company to fulfill its obligations pursuant to this Section Agreement or that may be reasonably necessary for the Company to confirm that the representations and warranties of Parent contained herein are true and correct and that the covenants of Parent contained herein have been performed in all material respects. Neither Parent nor any of its Subsidiaries shall affect be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Parent’s customers, jeopardize any representations attorney-client privilege or warranties made herein contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or the conditions binding agreement entered into prior to the obligations date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the respective parties preceding sentence apply. (c) All information furnished by either party to consummate the transactions contemplated herebyother party or its representatives pursuant hereto shall be treated as the sole property of the delivering party and, if the Merger shall not occur, the receiving party and its representatives shall return to the delivering party all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. Childs, Acquiror Parent and Acquiror shall holdThe receiving party shall, and shall use their reasonable business its best efforts to cause their Representatives its representatives to, keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to holdkeep such information confidential shall continue for ten years from the date the proposed Merger is abandoned and shall not apply to (i) any information which (x) was already in the receiving party’s possession prior to the disclosure thereof by the delivering party; (y) was then generally known to the public; or (z) was disclosed to the receiving party by a third party not bound by an obligation of confidentiality or (ii) disclosures required by law. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder the receiving party is nonetheless, in strict confidence the opinion of its counsel, compelled to disclose information concerning the delivering party to any tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, the receiving party may disclose such information to such tribunal or governmental body or agency without liability hereunder. (d) No investigation by either of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other set forth herein. (e) Notwithstanding anything contained in this Agreement to the contrary, Parent, Parent Bank and the Company (and each of their respective employees, representatives, or other agents) may disclose to any and all non-public documents persons, without limitation of any kind, the tax treatment and information furnished to Childs, Acquiror Parent and Acquiror in connection with tax structure of the transactions contemplated by this Agreement, except and all materials of any kind that Childsare provided relating to such tax treatment or tax structure; provided, Acquiror however, that none of Parent, Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and Bank or the Company (nor any required approval of Childs' limited partnerstheir respective employees, and Childs, Acquiror Parent and Acquiror representatives or other agents thereof) may disclose any information to the extent that is required by Applicable Law to be disclosedsuch disclosure could reasonably result in a violation of any federal or state securities law.

Access to Information. Seller shall and shall cause the Company shall and the Subsidiaries to afford to each the officers, employees and authorized representatives of ChildsParent (including legal counsel, Acquiror Parent and Acquiror and their accountants, counselinvestment advisers, financial advisors, financing sources lenders and other representatives (the "Representatives"investment bankers) full reasonable access during normal business hours throughout the period prior hours, upon reasonable advance notice, to the Effective Time to all of its and its Subsidiaries properties, books, contracts, commitments and records (including Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operationsoffices, properties, employees and business and financial condition, records of the Company and the Subsidiaries to the extent Parent shall reasonably deem necessary in order to be able to operate the Company and the Subsidiaries after the Closing and shall furnish or results of operations and (ii) cause to be furnished to Parent or its authorized representatives such other additional information concerning any of the foregoing Company and the Subsidiaries as Childs, Acquiror Parent and Acquiror shall be reasonably requestrequested; provided, however, that no investigation that: (a) Seller, the Company and the Subsidiaries shall not be required to violate any Requirements of Law, Governmental Order or obligation of confidentiality to which Seller, the Company or any Subsidiary is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1; and (b) Parent shall affect not, without the prior written consent of Seller, contact or communicate with any representations vendor, client, customer, employee, independent contractor or warranties made herein or the conditions to the obligations other business partner of the respective parties Company and the Subsidiaries with respect to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror or in connection with the transactions contemplated by this Agreement. Parent agrees that: (x) any access to information pursuant to this Section 7.1 shall be conducted so as not to interfere unreasonably with the operations of Seller, except the Company and the Subsidiaries; (y) all requests by Parent for access or availability pursuant to this Section 7.1 shall be submitted or directed exclusively to any individual designated by Seller; and (z) Seller, the Company and the Subsidiaries shall not be required to provide any books and records or reports based thereon that Childsthey do not maintain or prepare in the ordinary course of their business. If in the course of any investigation pursuant to this Section 7.1, Acquiror Parent’s officers, employees or authorized representatives discover any breach of any representation or warranty contained in this Agreement, or any circumstance or condition that upon Closing would constitute such a breach (or would have a significant possibility of constituting such a breach), Parent and Acquiror may disclose such covenants that it will promptly so inform Seller. Notwithstanding anything to the contrary contained herein, no investigation or access to information as may be necessary in connection with seeking all Governmental Authorizations and or Knowledge of Parent, including pursuant to this Section 7.1 shall qualify or limit any required approval of Childs' limited partnersrepresentation, and Childswarranty or covenant set forth herein, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law the conditions to be disclosedClosing set forth herein or the rights to indemnification set forth herein.

Access to Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full access of Buyer, access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments commitments, records, officers, employees, accountants, counsel and records (including Tax Returns) other representatives and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to Buyer (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal Federal securities laws or Federal or state securities lawsbanking laws (other than reports or documents which the Company is not permitted to disclose under applicable law) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such all other information concerning its business, properties and personnel as Buyer may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the foregoing rights of the Company's customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Buyer will hold all such information in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated July 9, 1998, between Buyer and the Company (the "Confidentiality Agreement"). (b) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer shall, and shall cause its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to such information regarding Buyer and its Subsidiaries as Childs, Acquiror Parent and Acquiror shall be reasonably request; provided, however, that no investigation necessary for the Company to fulfill its obligations pursuant to this Section Agreement to prepare the Proxy Statement or which may be reasonably necessary for the Company to confirm that the representations and warranties of Buyer contained herein are true and correct and that the covenants of Buyer contained herein have been performed in all material respects. Neither Buyer nor any of its Subsidiaries shall affect be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Buyer's customers, jeopardize any representations attorney- client privilege or warranties made herein contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or the conditions binding agreement entered into prior to the obligations date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the respective parties preceding sentence apply. (c) All information furnished by Buyer to consummate the transactions contemplated herebyCompany or its representatives pursuant hereto shall be treated as the sole property of Buyer and, if the Merger shall not occur, the Company and its representatives shall return to Buyer all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. Childs, Acquiror Parent and Acquiror shall holdThe Company shall, and shall use their reasonable business its best efforts to cause their Representatives its representatives to, keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to holdkeep such information confidential shall continue for two years from the date the proposed Merger is abandoned and shall not apply to (i) any information which (x) was already in the Company's possession prior to the disclosure thereof by Buyer; (y) was then generally known to the public; or (z) was disclosed to the Company by a third party not bound by an obligation of confidentiality or (ii) disclosures made as required by law. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder the Company is nonetheless, in strict confidence all non-public documents and the opinion of its counsel, compelled to disclose information concerning Buyer to any tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, the Company may disclose such in formation to such tribunal or governmental body or agency without liability hereunder. (d) All information furnished by Company to Childsthe Buyer or its representatives pursuant hereto shall be treated as the sole property of Company and, Acquiror Parent if the Merger shall not occur, the Buyer and Acquiror its representatives shall return to Company all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. The Buyer shall, and shall use its best efforts to cause its representatives to, keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall continue for two years from the date the proposed Merger is abandoned and shall not apply to (i) any information which (x) was already in connection with the transactions contemplated Buyer's possession prior to the disclosure thereof by this AgreementCompany; (y) was then generally known to the public; or (z) was disclosed to the Buyer by a third party not bound by an obligation of confidentiality or (ii) disclosures made as required by law. It is further agreed that, except that Childsif in the absence of a protective order or the receipt of a waiver hereunder the Buyer is nonetheless, Acquiror Parent and Acquiror in the opinion of its counsel, compelled to disclose information concerning Company to any tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, the Buyer may disclose such information as may be necessary to such tribunal or governmental body or agency without liability hereunder. (e) No investigation by either of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other set forth herein. (f) Company shall respond reasonably and in connection with seeking all Governmental Authorizations and good faith to any required approval timely request of Childs' limited partnersBuyer to permit a representative of Buyer to attend any meeting of Company's Board of Directors or the Executive Committee thereof, and Childsexcept to the extent that such meeting, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law or portion thereof, relates to be disclosedthe Merger.

Access to Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, afford to each of Childsthe officers, Acquiror Parent and Acquiror and their employees, accountants, counsel, financial advisors, financing sources counsel and other representatives (the "Representatives") full access of Buyer, access, during normal business hours throughout during the period prior to the Effective Time Time, to all of its and its Subsidiaries properties, books, contracts, commitments commitments, records, officers, employees, accountants, counsel and records (including Tax Returns) other representatives and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to Buyer (i) a copy of each report, schedule schedule, registration statement and other document filed or received 62 by it during such period pursuant to the requirements of any Applicable Law (including without limitation federal Federal securities laws or Federal or state securities lawsbanking laws (other than reports or documents which the Company is not permitted to disclose under applicable law) or filed by it with the Commission or any other Authority in connection with the transactions contemplated by this Agreement or which may have a material effect on its business, operations, properties, financial condition, or results of operations and (ii) such all other information concerning its business, properties and personnel as Buyer may reasonably request. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the foregoing rights of the Company's customers, jeopardize any attorney client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Buyer will hold all such information in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated February 3, 1997, between Buyer and the Company (the "Confidentiality Agreement"). (b) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Buyer shall, and shall cause its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to such information regarding Buyer and its Subsidiaries as Childs, Acquiror Parent and Acquiror shall be reasonably request; provided, however, that no investigation necessary for the Company to fulfill its obligations pursuant to this Section Agreement to prepare the Proxy Statement or which may be reasonably necessary for the Company to confirm that the representations and warranties of Buyer contained herein are true and correct and that the covenants of Buyer contained herein have been performed in all material respects. Neither Buyer nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Buyer's customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. The Company will hold all such information in confidence to the extent required by, and in accordance with, the provision of the Confidentiality Agreement. (c) No investigation by either of the parties or their respective representatives shall affect any representations the representations, warranties, covenants or warranties made herein or the conditions to the obligations agreements of the respective parties to consummate the transactions contemplated hereby. Childs, Acquiror Parent and Acquiror shall hold, and shall use their reasonable business efforts to cause their Representatives to hold, in strict confidence all non-public documents and information furnished to Childs, Acquiror Parent and Acquiror in connection with the transactions contemplated by this Agreement, except that Childs, Acquiror Parent and Acquiror may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and any required approval of Childs' limited partners, and Childs, Acquiror Parent and Acquiror may disclose any information that is required by Applicable Law to be disclosedother set forth herein.