Common use of Access and Information Clause in Contracts

Access and Information. The Company and its subsidiaries shall (a) afford to Parent and its accountants, counsel and other representatives full access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time to all of their properties, books, contracts, commitments, records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4.

Access and Information. The Company From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, the Buyer and its subsidiaries Affiliates shall (a) afford be entitled, including through its and their Representatives, to Parent make such investigation of the Transferred Assets, Assumed Liabilities and its accountants, counsel and other representatives full access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior services to the Effective Time to all of their properties, books, contracts, commitments, records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it be provided pursuant to the requirements Transition Services Agreement and the MNSA and such examination of federal or state securities lawsthe Records to the extent related thereto, and to receive such information, including financial information (ii) all other including the information concerning its businessset forth on Schedule VI), properties as it reasonably requests and personnel as Parent may reasonably requestto make extracts and copies of such Records, including reasonable access to customary supporting information, data and documentation necessary for the preparation of the Buyer’s financial reports. Parent Any such investigation and examination shall holdbe conducted after reasonable advance notice under reasonable circumstances and shall be subject to any restrictions under applicable Law and this Agreement. The Sellers shall, and shall cause its employees their controlled Affiliates and agents to holdRepresentatives to, in confidence all such information in accordance cooperate with the terms Buyer and its Affiliates and their Representatives in connection with such investigation and examination, and the Buyer and its Affiliates and Representatives shall cooperate with the respective Representatives of the Confidentiality Agreement dated April 28, 1998 between Parent Sellers and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical use their reasonable best efforts to minimize any disruption to the indemnification and limitation business. This Section 5.8 shall not entitle Buyer or its Representatives to contact any Third Party doing business with Sellers, access the properties or Records of liability provisions of Article XVII any such Third Party or access the properties of the By-laws of the Company, and such provisions shall not be amended, repealed Seller or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matterscontrolled Affiliates, in each case to the extent such Indemnified Parties are entitled to indemnification without Seller’s prior written consent. No investigation or advancement of expenses notice under the Company's this Section 5.8 or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim otherwise shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim alter any representation or litigation shall be reasonably satisfactory warranty given hereunder by Sellers, any condition to the Indemnified Party and obligations of the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation Parties under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, Agreement or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled Buyer’s right to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, hereunder or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to modify any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all section of the obligations of Parent or Disclosure Schedules. Notwithstanding anything to the Company, as the case may be, as contrary set forth in this Section 8.2. (e) Parent 5.8, in no event shall use commercially reasonable efforts for a period of six years after the Effective Time Sellers be required to provide officers' and directors' liability insurance in respect of acts prepare any financial statements with regard to the Business, the Transferred Assets or omissions occurring the Assumed Liabilities, whether prior to or following the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4Closing.

Access and Information. The Company and its subsidiaries Each of the Sellers shall (a) afford to Parent the Purchaser and its to the Purchaser's financial advisors, legal counsel, accountants, counsel consultants, financing sources, and other authorized representatives full access during normal business hours (and at such other times as without material disruption to the parties may mutually agree) Business throughout the period prior to the Effective Time Closing Date to all of their its books, documents, records, properties, books, contracts, commitments, records and personnelplants, and (b) personnel that relate to the Business and, during such period, shall furnish as promptly as practicable to Parent the Purchaser (ia) a copy of each report, schedule schedule, and other document filed or received by it them pursuant to the requirements of federal or state securities lawslaws and (b) all other information as the Purchaser reasonably may request in furtherance of the Contemplated Transactions; no investigation pursuant to this Section 5.2 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Contemplated Transactions. Without limiting the foregoing, (i) Purchaser and its representatives shall be given such access in order to conduct interviews, assessments, studies and procedures (including, without limitation, sampling) which Purchaser determines is reasonably necessary to confirm that it will not incur any liabilities, costs or expenses under Environmental Laws as a result of its ownership of the Assets or operation of the Business; and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent Purchaser shall hold, and shall cause its have a right to designate any of Purchaser's employees and agents representatives as a transition team which may work from Sellers' premises in order to hold, in confidence all such information facilitate the orderly transfer of the Business to Purchaser in accordance with the terms of this Agreement. Such transition team shall be given full access to Sellers' management and other employees, including through attendance by such management and employees at meetings with the Confidentiality Agreement dated April 28, 1998 between Parent transition team at Purchaser's headquarters (provided that such attendance does not require more than reasonable travel expenses and does not unreasonably interfere with the Companyoperation of the Business). SECTION 8.2. INDEMNIFICATION (a) UntilSellers shall, and aftershall cause their auditors to, provide all information regarding the Effective Time, the Business being purchased hereunder that is required to be included in Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except filings with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act SEC in connection with the OfferContemplated Transactions, the Merger including by providing relevant financial statements and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4work papers.

Access and Information. The Company and its subsidiaries shall (a) afford Prior to Parent the Closing, the Company shall permit, shall cause the Managed Companies to permit, and shall exercise the voting, governance and contractual powers available to it to cause the Non- Managed Companies to permit, Purchaser, its Affiliates and their respective employees, counsel, accountants and other representatives after the date of execution of this Agreement to (i) have reasonable access, during regular business hours, to the assets, employees, properties, Books and Records, businesses and operations relating to the Company and the Covered Companies as Purchaser may reasonably request, (ii) to inspect and make copies of Books and Records and all other documents and information, from time to time, reasonably requested by Purchaser, its Affiliates and their respective employees, counsel, accountants and other representatives, including financial, tax and operating documents and information and (iii) without limiting the foregoing, to meet with designated employees and representatives. Notwithstanding the foregoing, neither Purchaser, nor any of its Affiliates or representatives, shall conduct any environmental site assessment, compliance evaluation or investigation with respect to the Company or any of the Managed Companies without prior consultation with the Company or such Managed Company and, with respect to any other Covered Company, without prior approval from such Covered Company, and, in each case, without ongoing consultation with the Company with respect to any such activity. The Company shall, shall cause the Managed Companies to, and shall exercise the voting, governance and contractual powers available to it to cause the Non- Managed Companies to, provide Purchaser, its Affiliates and their respective employees, counsel, accountants and other representatives access to all real property as is reasonably necessary to conduct any assessments, evaluations or investigation as Purchaser deems necessary or advisable, including a Phase I environmental site assessment, though under no circumstances shall any subsurface investigation or testing of any environmental media be conducted. The Company shall, shall cause the Managed Companies to, and shall exercise the voting, governance and contractual powers available to it to cause the Non- Managed Companies to, furnish to Purchaser promptly upon its reasonable request (a) all additional documents and information with respect to the affairs of the Company and the Covered Companies and (b) access, as Purchaser, its Affiliates or their respective employees, accountants, counsel and other representatives full access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior from time to time reasonably request, to the Effective Time to all of their properties, books, contracts, commitments, records and personnelCompany's, and (b) during such periodthe Covered Companies' and their respective Affiliates' employees, furnish promptly to Parent (i) a copy of each reportaccountants, schedule counsel and other document filed or received by it pursuant to the requirements of federal or state securities lawsrepresentatives, and (ii) all shall instruct such employees, accountants, counsel and other representatives to cooperate with Purchaser, its employees, counsel, accountants and other representatives, and to provide such documents and information concerning as Purchaser, its businessAffiliates and their respective employees, properties counsel, accountants and personnel as Parent other representatives may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4.

Access and Information. The Company During the period from the date of this Agreement to the Closing, except to the extent prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof for which Parent has been unable, despite use of its reasonable best efforts, to obtain a consent or waiver from the other parties thereto (other than any Affiliate of Parent) to enable disclosure to LMC, or as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment), and its subsidiaries shall subject to the obligations of LMC under the Confidentiality Agreement with respect thereto, Parent will permit (aand will cause the Transferred Subsidiaries to permit) afford Representatives of LMC to Parent and its accountants, counsel and other representatives full have reasonable access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time upon reasonable notice to all of their premises, properties, personnel, books, contractsrecords, Contracts, commitments, records and personnelreports of examination, and (b) during such period, furnish promptly to Parent (i) a copy documents of each report, schedule and other document filed or received by it pursuant pertaining to the requirements of federal or state securities lawsTransferred Business, and (ii) all other information concerning its business, properties reasonable opportunity upon prior notice and personnel as consultation with Parent may reasonably request. Parent shall hold, and shall cause its to communicate with employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Transferred Business (PROVIDED that Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, Transferred Subsidiaries shall have the right to be present by representative for all such contacts between LMC and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII any employee of the By-laws of the CompanyTransferred Business, and such provisions shall not be amendedwhether in person, repealed telephonic or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"otherwise), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit except with respect to such mattersDTV, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for necessary to permit LMC to, at its sole expense, make, or cause to be made, such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file investigations thereof as soon as practicable notifications under the HSR Act are reasonably necessary in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division consummation of the Department Transactions, and Parent shall (and shall cause the Transferred Subsidiaries to) reasonably cooperate with any such investigations; PROVIDED that Parent's designees on the Board of Justice for additional Directors of DTV, subject to their fiduciary duties to DTV and its stockholders, shall take no action to interfere with the investigation of DTV by LMC. No information or documentation and knowledge obtained in any investigation pursuant to respond as promptly as practicable this Section 6.1 or otherwise shall affect or be deemed to all inquiries and requests received from modify any State Attorney General representation or other Governmental Entity in connection with antitrust matters. The Company and Parent agree warranty contained herein or delivered pursuant hereto or to coordinate and, modify the conditions to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4obligations of the parties hereto to consummate the Transactions.

Access and Information. The From the date hereof to the Closing Date, the Company shall afford to EGLOBE and its subsidiaries shall (a) afford to Parent and its officers, employees, accountants, counsel consultants, legal counsel, and other representatives of EGLOBE full and complete access during normal business hours (and at such other times as the parties may mutually agreewith reasonable advance notice) throughout the period prior to the Effective Time to all of their properties, books, records, contracts, commitmentsfacilities, records and personnelpremises, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant equipment relating to the requirements of federal or state securities lawsAssets and the Company (including without limitation, operating and (iifinancial information with respect to the Company) all other information concerning its business, properties and personnel as Parent EGLOBE may reasonably request. Parent shall hold, provided that EGLOBE and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directorsagents, employees and agents of the Company representatives enter into a commercially reasonable confidentiality and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of nondisclosure agreement with the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that EGLOBE determines after the Parent does not accept Closing Date that it is necessary or desirable to audit the defense financial statements of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable Company for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective TimeClosing Date, including but not limited OASIS agrees to cooperate with EGLOBE, the Company and auditors for the Company to the transactions contemplated by this Agreementextent necessary to complete such audit in a timely manner. In addition, covering each person currently covered by the Company's existing Company and OASIS shall, and shall ensure that their respective affiliates shall, afford to EGLOBE and the LLC and their respective officers' , employees, accountants, consultants and directors' liability insurance policylegal counsel, or who becomes covered by such policy prior access at any time and from time to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on time following the date hereof, but during business days and normal business hours, to the books, records and other information (including without limitation, operating and financial information), contracts, facilities and premises relating to the Assets, OASIS and all other companies, divisions or other entities or portions thereof that EGLOBE and the LLC may reasonably request for purposes of preparing audited financial statements pursuant to EGLOBE's reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Securities Laws"), make available the personnel, accountants and other representatives having knowledge regarding the same and cooperate with and furnish assistance to EGLOBE (provided that in satisfying its obligation under this paragraph (e), Parent the Company and OASIS shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997incur more than nominal cost or expense), and provided further that Parent shall nevertheless be obligated to provide such coverage as EGLOBE may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act reasonably request in connection with the Offerpreparation of financial statements with respect to the business of the Company. In connection with an audit of such financial statements, if required, the Merger Company and its financial and other management agree to provide certain representations in the transactions contemplated by this Agreement form of a representation letter to BDO Xxxxxxx, LLP, independent certified public accountants, in accordance with generally accepted auditing standards. The provision of such financial statement representations and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission information and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust mattersassistance shall be reasonably prompt. The Company and Parent agree OASIS shall ensure that none of such information is destroyed during the three year period commencing on the Closing Date unless EGLOBE has been afforded a reasonable opportunity to coordinate andobtain and make copies of the information. Any document or information produced or disclosed pursuant to this Section 6.4 in any form is Confidential Information and EGLOBE and the LLC shall not permit the duplication, use, or disclosure of any such Confidential Information by or to any third party (other than officers, employees, accountants, consultants and legal counsel) except as required pursuant to the Securities Laws and permitted hereunder, unless such duplication, use or disclosure is specifically authorized by the Company or OASIS in writing prior to any disclosure. EGLOBE and the LLC shall use commercially reasonable diligence, and in no event less than that degree of care that such party uses in respect to its own confidential information of like nature, to prevent the extent not inconsistent with their respective legal obligations, cooperate with each other in making all unauthorized disclosure or reproduction of such filings and responses. SECTION 8.4information.

Access and Information. The Company Each member of the Granite Group covenants and agrees that, pending the Closing, each member of the Granite Group shall give Buyer and its subsidiaries shall (a) afford to Parent and its counsel, accountants, counsel engineers, investment bankers, potential lenders and other authorized representatives full access reasonable access, at Buyer's risk and expense, during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time Closing Date or the earlier termination of this Agreement, to all of WLAJ's (to the extent in their propertiespossession), WLAJ License, Inc.'s, WLAJ, Inc.'s, WWMT-TV, Inc.'s and Granite's (to the extent relating to its operation of WLAJ under the Time Brokerage Agreement) books, contractsrecords (including all employee files), commitmentsagreements, records and personnelreports, and (b) other documents and all of the Broadcasting Assets to be acquired hereunder and shall furnish Buyer, its counsel, accountants, engineers, investment bankers, potential lenders and other authorized representatives during such periodperiod with copies of all information concerning the affairs of WLAJ, furnish promptly to Parent Inc., WLAJ License, Inc., WWMT-TV, Inc. and Granite (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements extent relating to its operation of federal WLAJ under the Time Brokerage Agreement, WLAJ License, Inc., WLAJ, Inc. or state securities lawsthe Broadcasting Assets, and (iior employment of the WLAJ Employees) all other information concerning its business, properties and personnel as Parent they may reasonably request. Parent request in order to enable Buyer to make such examinations and investigations thereof as it shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreementdeem necessary, including, without limitation, provisions relating to advances of expenses incurred all contracts, agreements, and leases included in the defense Broadcasting Assets and any amendments, renewals or other modifications thereof, and each member of any action or suitthe Granite Group will make appropriate officers, or employees, attorneys, agents and accountants available to discuss with Buyer and its representatives such aspects of the business and operations of WLAJ (Cunder the Time Brokerage Agreement) any indemnification agreement between as Buyer may reasonably require (it being understood that the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to foregoing shall include such matters, in each case access as Buyer may reasonably require to the extent such Indemnified Parties are entitled management of Granite to indemnification or advancement of expenses under enable Buyer to obtain information about the Company's or Purchaser's articles of incorporation and by-laws in effect on WLAJ Employees that Buyer will employ after it acquires the date hereof and subject to the terms of such articles of incorporation and by-lawsBroadcasting Assets); provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation instance mutually satisfactory arrangements shall be reasonably satisfactory made in advance in order to the Indemnified Party avoid interruption and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except minimize interference with the consent normal business and operations of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4WLAJ.

Access and Information. The Company Subject to the provisions of Section 7.02, Section 8.03, Section 8.12, Section 17.16 and clause (xi) of Schedule 10.01 and upon reasonable notice, Seller shall grant, or cause to be granted, to Buyer and its subsidiaries shall (a) afford to Parent and its accountants, counsel and other representatives full Representatives access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior Interim Period to the Effective Time Refinery, the Assets (including for the purpose of performing an update to all the Survey) the Refinery Books and Records (subject to any confidentiality agreements, applicable legal restrictions (including employee consents) and any applicable legal privileges) and the employees of the Seller Companies for the purposes of business separation, knowledge transfer or other transition-related activities, including any transition activities included in the transition plans created pursuant to Section 8.03(a) and evaluating the IT Swapkit and the Process Control Domain. Subject to the provisions of clause (x) and clause (xi) of Schedule 10.01, during the Interim Period, Seller shall use commercially reasonable efforts to furnish, or cause to be furnished, to Buyer and its Representatives data and information concerning the Assets and the Operations that may reasonably be requested by Buyer for the purposes of business separation, knowledge transfer or other transition related activities, including any transition activities included in the transition plans created pursuant to Section 8.03(a). Notwithstanding the preceding sentences to the contrary, nothing in this Agreement shall be construed to permit Buyer or its Representatives to have access to, and the Refinery Books and Records shall not include, any files, records, contracts or documents of the Seller Companies or their propertiesrespective Affiliates relating to (a) a Seller Company’s or its Affiliate’s inter-company or intra-company feedstock and product pricing information, booksinternal transfer prices, contracts, commitments, hedging activity records and personnel, hydrocarbon inventory valuation procedures and records; (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed the negotiation or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date execution of this Agreement, including, without limitation, provisions ; (c) any information the disclosure of which would result in a violation of Applicable Law; or (d) any information the disclosure of which would jeopardize any privilege available to Seller or its Affiliates relating to advances of expenses incurred in the defense of any action such information or suit, would cause Seller or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance its Affiliates to breach a material confidentiality obligation or other material contractual obligation to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-lawsThird Party; provided, however, that that, in the case of subsection (d), in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to Seller determines that the Parent promptly after such Indemnified Party has actual knowledge provision of any claim as requested access to which indemnity may be soughtBuyer would cause Seller or its Affiliates to breach a material confidentiality obligation or other material contractual obligation to any Third Party, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay Seller will take all reasonable fees and expenses of steps within its control to obtain the requisite waivers or other relief from such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate obligations in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except order to provide Buyer with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4requested access.

Access and Information. The Company and its subsidiaries Upon reasonable notice, Seller shall (aand shall cause its Subsidiaries to) afford to Parent Buyer and its accountantsrepresentatives (including, counsel without limitation, directors, officers and employees of Buyer and its affiliates and counsel, accountants and other representatives full professionals retained by Buyer) such reasonable access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time to all the books, records (including, without limitation, tax returns and work papers of their properties, booksindependent auditors), contracts, commitmentsproperties, records and personnel, advisors and (b) during to such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning relating to Seller and its business, properties Subsidiaries as Buyer may reasonably request and personnel shall permit Buyer and its authorized representatives to make such copies thereof as Parent they may reasonably request; provided, however, that no investigation pursuant to this Section 5.03 shall affect or be deemed to modify any representation or warranty made herein. Parent In furtherance, and not in limitation of the foregoing, Seller shall holdmake available to Buyer all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger. Upon reasonable notice, Buyer shall (and shall cause its employees Subsidiaries to) provide to Seller and agents to holdits representatives (including, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28without limitation, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company Seller and its subsidiaries affiliates and counsel, accountants and other professionals retained by Seller) such books, records and such other information relating to Buyer and its Subsidiaries as Seller may reasonably request, but only to the extent such access and information is reasonably required for the preparation of Purchaser (collectivelySeller's Fairness Opinion, for Seller to determine Buyer's ability to perform its obligations under this Agreement or for inclusion in the "Indemnified Parties"), from Proxy Statement to be mailed to Seller's stockholders. Buyer and againstSeller will not, and pay or reimburse the Indemnified Parties forwill cause their respective representatives not to, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of use any of the same or in asserting information obtained pursuant to this Section 5.03 for any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior purpose unrelated to the Effective Time (including, without limitation, consummation of the transactions contemplated by this Agreement) . Subject to the fullest extent permitted or required under (A) requirements of applicable law, Buyer and Seller will keep confidential, and will cause their respective representatives to keep confidential, all information and documents obtained pursuant to this Section 5.03 unless such information (Bi) the articles was already known to such party or an affiliate of incorporation such party, other than pursuant to a confidentiality agreement or by-laws of the Company or Purchaser in effect on the date of this Agreementother confidential relationship, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect becomes available to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification party or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms an affiliate of such articles party from other sources not known by such party to be bound by a confidentiality agreement or other obligation of incorporation and by-laws; providedsecrecy, however, that in (iii) is disclosed with the event any claim prior written approval of the other party or claims are asserted (iv) is or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim becomes readily ascertainable from published information or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give noticetrade sources. In the event that the Parent does not accept the defense of any matter as above provided, this Agreement is terminated or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to respond as promptly as practicable another party hereto (or an affiliate of any party hereto) to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, be returned to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4party that furnished the same.

Access and Information. The Company 5.1.1 Prior to the Closing, except to the extent prohibited by applicable Law or by Contracts to which the Seller or any of its Subsidiaries is a party, the Seller will permit (and its subsidiaries shall (awill cause each of the other Seller Entities and the Transferred Subsidiaries to permit) afford EXECUTION COPY -------------- representatives of the Purchasers to Parent and its accountants, counsel and other representatives full have access in the manner set forth on Section 5.1.1 of the Seller's Disclosure Schedule during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time upon reasonable notice to all of their premises, properties, personnel, books, records, contracts, commitments, records reports of examination and personneldocuments of or pertaining to each portion of the Water Business, the Transferred Subsidiaries (to the extent relating to any portion of the Water Business), the Transferred Assets and the Transferred Liabilities, as may be necessary to permit the Purchasers to, at their sole expense, make, or cause to be made, such investigations of any portion of the Water Business, the Transferred Subsidiaries (to the extent relating to any portion of the Water Business or as otherwise reasonably requested), the Transferred Assets or the Transferred Liabilities (including Phase I Environmental Site Assessments in general conformance with the standards specified by the American Society for Testing and Materials or other non-invasive environmental investigation, where the Purchasers have reasonable grounds to believe that there may be present Regulated Substances, with the assistance of one or more consultants reasonably acceptable to the Seller, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant subject to the requirements of federal Seller's supervision) as the Purchasers deem necessary or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, advisable in confidence all such information in accordance connection with the terms consummation of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this AgreementAgreement (subject to applicable competition and antitrust Laws), and the Seller shall (and shall cause the Seller Entities and the Transferred Subsidiaries to) to reasonably cooperate with any such investigations, including any such non-invasive environmental investigations in the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws manner set forth on Section 5.1.1 of the Company or Purchaser in effect on the date of this AgreementSeller's Disclosure Schedule; provided, includinghowever, without limitationthat, provisions relating to advances of expenses incurred in the defense case of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance such investigation of properties leased to any Indemnified Parties expenses incurred in defending any action of the Seller Entities or suit with respect to such mattersthe Transferred Subsidiaries, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and investigation shall be conducted, if at all, subject to the terms of the applicable leases (but to the extent applicable, the Seller shall use commercially reasonable efforts to obtain any required consents under such articles of incorporation and by-lawsleases; provided, however, that in no event shall the event Seller or any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation Affiliates be required to make payments to third parties under this Agreement, except such leases in order to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheldobtain their consent); provided, further, howeverfollowing any environmental investigations, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all Purchasers shall, upon request of the Indemnified PartiesSeller, promptly provide to the Seller the laboratory analytical results of such investigations (including copies of any related Quality Assurance and Quality Control data), and the Purchasers shall, at their sole expense, restore the property to the condition it was in prior thereto. In Anything in the foregoing notwithstanding, any eventinformation with regard to the Retained Business obtained by or provided to the Purchasers or their respective agents or representatives pursuant to this Agreement (including in connection with any environmental investigation and any materials, test results, conclusions or reports generated in connection therewith) shall be deemed "Evaluation Material" under, and be subject to the terms of, the Parent Confidentiality Agreement, and in no event shall the Seller be required to provide access to privileged or attorney work product materials; provided that neither the Purchasers nor the Seller shall be prohibited from using reports of environmental investigations performed pursuant to this Agreement in any negotiation or proceeding between them relating to the interpretation or enforcement of this Agreement; and provided, further, that, while neither the Purchasers nor the Seller intend to waive any attorney-client privilege or work product protection that might otherwise protect any shared information from disclosure, the Purchasers and the Indemnified Parties shall cooperate Seller intend to work cooperatively in the their common defense of any action and response to legal obligations or claim. The Parent shall not, in the defense of any such claim or litigation, except liabilities that may be associated with the consent of the Indemnified Party, consent to entry of any judgment matters identified by such environmental investigations and will maintain a joint defense privilege or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability common interest attorney-client privilege with respect to such claim any shared attorney-client materials or litigation. (c) This Section 8.2 is intended for attorney work product of either the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent Purchasers or the Company, as the case may be, Seller or any of their respective successors such materials or assigns (i) reorganizes or consolidates with or merges into any other person and work product that is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act developed jointly in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matterstherewith. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4.EXECUTION COPY --------------

Access and Information. The Company and its subsidiaries shall (a) afford to Parent and its accountants, counsel and other representatives full access during normal business hours (and at such other times as From the parties may mutually agree) throughout Execution Date until the period prior to earlier of the Effective Time to all Closing or the termination of their properties, books, contracts, commitments, records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information this Agreement in accordance with the terms of the Confidentiality Agreement dated April 28Article X, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical but subject to the indemnification and limitation of liability other provisions of Article XVII this Section 6.2 and obtaining any required Consents of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, Third Parties (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent consents Sellers shall use commercially reasonable efforts for to obtain), Sellers shall afford to Buyer and its Representatives reasonable access, during normal business hours, and permit same to conduct a period reasonable inspection of, all of six years after the Effective Time offices, facilities, properties, assets, inventories, and non-privileged books, records, and documents of Sellers, and will use their commercially reasonable efforts to provide officers' furnish Buyer with such additional financial and directors' liability insurance in respect of acts or omissions occurring prior operating data and other information relating to the Effective TimeBusiness, the Assumed Liabilities and the Assets as Buyer may from time to time reasonably request, including but not limited providing access to the transactions contemplated by this Agreementany physical or virtual data room and any other access or information provided to any other potential bidder. Sellers shall also make available to Buyer and its Representatives, covering each person currently covered by the Company's existing officers' and directors' liability insurance policyupon reasonable notice during normal business hours, or who becomes covered by such policy prior to the Effective Time, on terms Sellers’ personnel knowledgeable with respect to coverage the Assets in order that Buyer may make such diligence investigation as Buyer considers reasonably necessary or appropriate. All investigations and amount no less favorable than those due diligence conducted by Buyer or any of its Representatives shall be conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any of its Representative shall result from Buyer’s own independent review and judgment. Buyer shall coordinate Buyer’s and its Representatives’ access rights (including with respect to Sellers’ personnel) and physical inspections of the Assets with Sellers and their Representatives to minimize any inconvenience to or interruption of the conduct of business by Sellers, and Sellers shall have the right to accompany Buyer and any Representative of Buyer in connection with any such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent access rights. Buyer shall not be obligated authorized to pay premiums in excess perform sampling of 150% any environmental media or perform testing or operation of any equipment without obtaining the applicable Seller’s prior written consent. Buyer shall, and Buyer shall cause all of its Representatives to, abide by all Governmental Authorities’ and Sellers’ safety rules, regulations and operating policies while conducting Buyer’s due diligence evaluation of the amount per annum Assets, including any environmental or other inspection or assessment of the Company paid in 1997Assets. No information provided to or obtained by Buyer pursuant to this Section 6.2(a) or otherwise shall limit or otherwise affect the remedies available hereunder to Buyer, and provided further that Parent shall nevertheless be obligated or the representations or warranties of, or the conditions to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offerobligations of, the Merger Parties. Buyer hereby indemnifies Sellers and the transactions contemplated their respective Affiliates and Representatives from and against any and all Damages (including any injury, loss or damage arising out of such entry that may occur to Buyer or any Representative of Buyer) caused by this Agreement and to respond as promptly as practicable to Buyer or any inquiries received from the Federal Trade Commission and the Antitrust Division Representative of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from Buyer during any State Attorney General office visit, field visit, environmental property assessment or other Governmental Entity in connection due diligence activity conducted by Buyer or any Representative of Buyer with antitrust matters. The Company and Parent agree to coordinate and, respect to the extent not inconsistent with their respective legal obligationsAssets, cooperate with each other in making all such filings and responses. SECTION 8.4REGARDLESS OF ANY CONCURRENT NEGLIGENCE OR STRICT LIABILITY ON THE PART OF ANY SELLER OR ANY REPRESENTATIVE OF ANY SELLER AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON LAW, STRICT LIABILITY, NEGLIGENCE OR UNDER ANY STATUTE OR REGULATION.

Access and Information. The Company and its subsidiaries shall (a) afford to Parent and its accountantsFrom the date hereof until the Closing, counsel and other representatives full access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior subject to the Effective Time to all applicable policies and practices of their propertiesthe Funds and any applicable Law, books, contracts, commitments, records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent Sellers’ Representative shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms any other relevant members of the Confidentiality Agreement dated April 28, 1998 between Parent and Sellers’ Group to afford the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical Purchasers’ Representative reasonable access to the indemnification assets, books and limitation of liability provisions of Article XVII of the By-laws of the Companyrecords, offices and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable other facilities and Representatives who have knowledge relating to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such mattersTarget Business, in each case, in order that the Purchasers’ Representative shall have the opportunity to make such investigation and to make such copies of such information and data as the Purchasers’ Representative shall reasonably require in connection with the Transactions, including the Pre-Closing Reorganization Transactions. The Sellers’ Representative undertakes to make available on a monthly basis after Closing until such time as no longer required to the Purchasers’ Representative such information as it needs to enable the Target Companies listed for this purpose in the Disclosure Letter (which the Sellers’ Representative confirms are the only Target Companies (other than those incorporated in the Netherlands) whose employees take part in any Seller Benefit Plan) to satisfy their obligations to make deductions and recoveries and to account for any amounts payable to a Tax Authority (including withholding tax, social security contributions and similar contributions payable to a tax authority), and to enable any such Target Company to comply with tax reporting and/or disclosure requirements, in either case in connection with any Seller Benefit Plan (to the extent a Company Employee participated in such Indemnified Parties are entitled to indemnification Seller Benefit Plan at or advancement before Closing), provided that such information is within the control of expenses under a member of the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject Sellers’ Group and, to the terms extent that a member of the Sellers’ Group has tax reporting or disclosure obligations, the Sellers’ Representative shall inform the Purchasers’ Representative and the Purchasers’ Representative undertakes to then inform the Sellers’ Representative on a monthly basis during such articles period of incorporation any amounts deducted by the Target Companies or withheld on account of Tax or accounted for to the relevant Tax Authority in either case in connection with any such Seller Benefit Plan and by-lawsto provide such other information as the Sellers’ Representative may reasonably request in connection with the Tax reporting or disclosure requirements of any member of the Sellers’ Group in connection with any such Seller Benefit Plan provided the information is within the Purchasers’ Representative’s control; provided, however, that in no event shall the event Purchasers’ Group have access to any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, information that (ix) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory relates solely to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all part of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent business of the Indemnified Party, consent to entry of any judgment ING Group or enter into any settlement its subsidiaries that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does are not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties being transferred pursuant to this Agreement, and each (y) based on advice of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may beSellers’ counsel, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resultingin Sellers’ reasonable determination, continuing or surviving corporation or entity of such reorganization, consolidation or merger, would violate applicable Law or (iiz) liquidates, dissolves or transfers all or substantially all in the reasonable judgment of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all member of the obligations Sellers’ Group could violate any obligation of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms Sellers’ Group with respect to coverage and amount no less favorable than those confidentiality. All information received pursuant to this Section 5.7 shall be governed by the terms of such policy in effect on the date hereof, provided that in satisfying Confidentiality Agreement until its obligation under this paragraph termination according to Section 5.13(a) (eConfidentiality), Parent and thereafter, shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, governed by Section 5.13(b) (Confidentiality) and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4Section 5.13(c) (Confidentiality).

Access and Information. The (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries shall (a) afford as Purchaser may from time to Parent and its accountants, counsel and other representatives full access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time to all of their properties, books, contracts, commitments, records and personneltime reasonably request, and (b) during such period, furnish promptly to Parent (iii) a copy of each material report, schedule and other document filed or received by it the Company pursuant to the requirements of federal applicable securities laws or state securities lawsthe NASD; PROVIDED, HOWEVER, that the Company, its legal counsel and other authorized representatives shall not be required to disclose any information protected under attorney-client or attorney work-product privilege; and PROVIDED FURTHER that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) all other have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information concerning its businessshall have any adverse effect on Purchaser's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. Notwithstanding the foregoing, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all the treatment of such information in accordance with and documentation shall remain subject to the terms of the Confidentiality Agreement dated April 28, 1998 confidentiality agreement between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and afterdated September 9, the Effective Time2005, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not as may be amended, repealed modified or otherwise modified in any manner that would make any of such provisions less favorable supplemented from time to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, time (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified PartiesCONFIDENTIALITY AGREEMENT"), from and against, Purchaser and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein authorized representatives shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of conduct any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4environmental sampling.

Access and Information. The Company Vendors shall at all times during the period from the date of this Agreement until the Time of Closing make available to the Purchaser and its subsidiaries representatives and advisers for examination all books and records of the Corporation (including minute books and accounting ledgers) in its possession or under its control. The Vendors shall (a) afford to Parent provide copies of the foregoing when reasonably requested by the Purchaser. During the period from the date of this Agreement until the Time of Closing, the Purchaser and its accountantsrepresentatives and advisers may access the premises of the Corporation by making arrangements in advance with Meyerowitz or the Corporation’s Vice President, counsel Finance and other representatives full access during normal business hours Operations (and at each of whom will act on a best efforts basis to allow for such other times access), in order to make such investigations as the parties Purchaser shall deem advisable, including for purposes of conducting any environmental audits or other investigations. With notice in advance to the Vendors, the Vendors shall also permit such federal, provincial or municipal authorities as the Purchaser may mutually agree) throughout require to inspect the premises or other assets of the Corporation at any time during the period prior from the date of this Agreement to the Effective Time of Closing. The Vendor shall give such Persons all reasonable means necessary to all of their properties, books, contracts, commitments, records effect such examinations and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, investigations and shall cause its employees and agents to holdagents, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directorsemployees, officers and employees of the Company than pertain directors to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications aid such Persons in such examinations and investigations. The Vendors consent to the Purchaser making applications and inquiries under any freedom of information legislation (federal, provincial or municipal) and shall sign any documents or forms of consent incidental thereto. The exercise of any rights of access, inspection or examination by or on behalf of the HSR Act Purchaser shall not effect or mitigate the Vendor’s covenants, representations and warranties in connection this Agreement. The Vendors shall provide the Purchaser and its representatives and advisers at all times during the period from the date of this Agreement to the Time of Closing with an opportunity to meet with the Offerauditors and any employees, advisers or personnel of the Merger Corporation, provided that the Corporation may reasonably refuse to allow the Purchaser to meet with employees and personnel prior to the public announcement of the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, herein to the extent not inconsistent such meetings would result in premature disclosure of the transactions to the employees and personnel of the Corporation or otherwise unreasonably interfere with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4the day to day operations of the Corporation.

Access and Information. The Company and its subsidiaries shall (a) afford Seller will give, and cause its Affiliates to Parent give, to Buyer and to its officers, employees, accountants, counsel counsel, environmental consultants and other representatives full reasonable access during Seller's or the applicable Affiliate's normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time Closing to all of their Seller's or the applicable Affiliate's properties, books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel records) directly relating to the Business or the Purchased Assets (but excluding the Excluded Assets and personnelExcluded Liabilities (other than those relating to environmental or occupational health and safety matters) and subject to any limitations LUCENT TECHNOLOGIES/CELESTICA that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation). Seller shall assist, and (b) during cause its Affiliates to assist, Buyer in making such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, investigation and shall cause its employees counsel, accountants, engineers, consultants and agents other non-employee representatives to hold, be reasonably available to Buyer for such purposes; it BEING UNDERSTOOD that Buyer shall reimburse Seller or the applicable Affiliate promptly for reasonable and necessary out of pocket expenses incurred by Seller or any Affiliate in confidence all complying with any such information in request by or on behalf of Buyer. In accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms foregoing, Seller shall permit environmental consultants retained by Buyer to conduct reasonable environmental studies of the Premises. In accordance with and subject to the foregoing, Seller shall permit environmental consultants retained by Buyer to conduct environmental studies of the Premises that are recommended by such articles consultants (including reasonable intrusive environmental investigations where so recommended) on a basis that does not interfere unreasonably with the ongoing operations of incorporation the Business. Seller shall have the right to review Buyer's plans for environmental studies/investigations and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice prompt comments. Buyer shall provide Seller with a copy of any report(s) resulting from Buyer's environmental studies/investigations which shall be subject to the Parent promptly after such Indemnified Party has actual knowledge of any claim same confidentiality obligations as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate Reports are in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give noticeSection 5.10. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent Seller shall not be liable for bound by any settlement effected without its prior written consent (which consent conclusions or recommendations or findings of Buyer's consultants' studies/investigations but such shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all constitute non-exclusive evidence of the Indemnified Partiesinformation, findings, conclusions and recommendations therein. In any eventWhen Buyer's studies/investigations are completed, Buyer shall at its expense reasonably restore the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent Premises to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does a state not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of materially worse than its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4previous condition.

Access and Information. The Company and its subsidiaries shall (a) Until the Closing, subject only to applicable rules and regulations of the FCC and provided that Buyer shall agree to be bound by any confidentiality provisions of the Material Contracts, the Company shall, at the sole cost and expense of Buyer, afford to Parent Buyer and its accountantsrepresentatives (including accountants and counsel) reasonable access, counsel and other representatives full access in each case, during normal business hours (hours, upon reasonable prior notice and at in such other times manner as will not unreasonably interfere with the parties may mutually agree) throughout conduct of the period prior to business of the Effective Time Company or any of its subsidiaries, to all of their properties, books, contracts, commitments, records and personnelrecords, and (b) during such period, furnish promptly to Parent (i) a copy Tax Returns of the Company and each report, schedule of its subsidiaries and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its businesswith respect to their respective businesses, properties together with the opportunity, at the sole cost and personnel as Parent may reasonably request. Parent shall holdexpense of Buyer, to make copies of such books, records, and shall cause its employees other documents and agents to hold, in confidence all such information in accordance with discuss the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees business of the Company than pertain to and each of its subsidiaries with such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents counsel for the Company as Buyer deems reasonably necessary for the purposes of familiarizing itself with the Company, each of its subsidiaries and the Stations, including the right to visit the Stations; provided that such Station visits shall be scheduled at least five (5) Business Days in advance and shall be conducted in a manner intended to minimize the disruption to the operations of such Station; provided, further, that Buyer shall not contact any Station personnel regarding the transactions contemplated by this Agreement without the express prior consent of the Company. All information provided pursuant to this Agreement shall remain subject in all respects to the Confidentiality Agreement until such time as the transactions contemplated by this Agreement have been consummated at the Closing. In furtherance of and subject to the foregoing, at the sole cost and expense of Buyer, the Company shall authorize and request its independent public accountants to meet with Buyer and its representatives, including Buyer's independent public accountants, to discuss the business and accounts of the Company and its subsidiaries and request its independent public accountants to make available (with the opportunity to make copies at the sole cost and expense of Purchaser (collectivelyBuyer) to Buyer and its representatives, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties forincluding its independent public accountants, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right work papers of its accountants related to their audit of the Company) consolidated financial statements and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws Tax Returns of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4subsidiaries.

Access and Information. The Company and its subsidiaries shall (a) afford (i) Crompton shall, and shall cause its Affiliates to, give to Parent GE and to its officers, employees, accountants, counsel (subject to the restrictions of attorney-client privilege) and other representatives full access reasonable access, during Crompton's or the applicable Affiliate's normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time Closing, to all of their propertiesCrompton's or the applicable Affiliate's properties (real or personal), books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel and personnelmedical records) primarily (or if not primarily, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal extent) relating to the OSi Business or state securities laws, the Transferred OSi Assets (but excluding the Excluded OSi Assets and (ii) all other information concerning its business, properties Excluded Crompton Liabilities and personnel as Parent may subject to any limitations under applicable Law or that are reasonably requestrequired to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation). Parent shall holdCrompton shall, and shall cause its employees Affiliates to, assist GE in making such investigation and agents shall use its commercially reasonable efforts to holdcause its counsel, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28accountants, 1998 between Parent engineers, consultants and the Company. SECTION 8.2. INDEMNIFICATION (a) Untilother non-employee representatives to be reasonably available to, and aftercooperate fully with, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical GE for such purposes. No investigation by GE or its representatives or advisers prior to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on after the date hereofof this Agreement (nor any information obtained by GE pursuant to this Section 5.1) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Collateral Agreement. Without limiting the generality of the foregoing, Crompton agrees that from the Effective Time and for a period of six years after the Effective Timedate of this Agreement and until the Closing Date, Parent shall, (i) indemnify, defend it will keep GE reasonably informed contemporaneously of any significant issues or developments relating to human resources at the various OSi Business plants and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser facilities (collectively, the "Indemnified PartiesOSI FACILITIES"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under will permit GE (A) applicable lawto conduct, utilizing the services of any legal or consulting groups, a reasonable "management audit" of the human resources environment at the OSi Facilities (subject to the protection of attorney-client privilege) and (B) to reasonably conduct introduction and orientation programs for OSi Business Employees at the articles OSi Facilities after reasonable consultation with Crompton as to the substantive content of incorporation or by-laws such programs. Any activities that GE undertakes pursuant to clauses (A) and (B) of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of preceding sentence shall be at GE's expense. Crompton will reasonably cooperate with any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit activities GE undertakes with respect to such mattersthe OSi Facilities pursuant to this Section 5.1(a)(i), in each case including by providing GE with reasonable access to OSi Business Employees and any other employees at the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation OSi Facilities during working time and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all premises of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4OSi Facilities.

Access and Information. The Prior to the Closing, Buyer shall be entitled to make or cause to be made such reasonable investigation of the Business and the Facility as Buyer deems necessary or advisable, and Seller and the Company shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, Seller and the Company shall permit Buyer and its subsidiaries shall (a) afford agents and representatives to Parent have reasonable and its accountants, counsel and other representatives full continued access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time to all of their properties, books, contracts, commitments, applicable premises and books and records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to during regular business hours and shall furnish such persons on the date hereof. Without limiting the foregoing, from the Effective Time financial and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time operating data (including, without limitationbut not limited to, the transactions contemplated by this Agreement) projections, forecasts, business plans, strategic plans and other data relating to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating Business as Buyer shall reasonably request from time to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-lawstime); provided, however, the Company shall be under no obligation to deliver to Buyer any information in violation of any non-disclosure or confidentiality agreement (but shall be required to disclose to Buyer the type of information not being so provided). Buyer’s access shall include, and not be limited to, the Company permitting a Buyer representative to be present at the Facility during all normal business hours provided that in such Buyer representative does not unreasonably interfere with the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect operations of each such claim shall continue until final disposition of such claimthe Business. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice Prior to the Parent promptly after such Indemnified Party has actual knowledge of Closing, Buyer shall not use any claim as information obtained pursuant to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of this Section 6.01 for any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory purpose unrelated to the Indemnified Party consummation of the Transaction and, if such transactions are not consummated, it will hold all information and the Indemnified Party may participate documents obtained pursuant to this Section 6.01 in confidence unless and until such defense at time as such Indemnified Party's expense, and (ii) the omission information or documents otherwise become publicly available or unless it is advised by counsel that any Indemnified Party such information or document is required by Law to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give noticebe disclosed. In the event that this Agreement is terminated, Buyer will deliver to the Parent does not accept the defense of Company all documents so obtained by it and any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate copies thereof in the defense possession of any action Buyer or claim. The Parent shall notits agents and representatives or, in at the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws option of the Company, whether or not parties to this Agreement, and each Buyer shall cause all of such persons documents and all of such copies to be destroyed and shall be entitled certify the destruction thereof to enforce the covenants contained in this Section 8.2Company. (d) If Parent No investigation by Buyer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of Seller or the Company, as the case may bewhich shall survive any such investigation; provided however, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all that Buyer has provided to Seller copies of its properties accountants’ report and assets its environmental reports which Seller may attach to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4disclosure schedules.

Access and Information. The Company and its subsidiaries shall (a) Prior to the Closing, the Seller shall, consistent with, and subject to, applicable Law, afford to Parent Buyer and its officers, employees, accountants, consultants, legal counsel and other representatives full reasonable access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior hours, subject to the Effective Time reasonable advance notice, to all of their the Seller’s and the Acquired Subsidiaries’ respective properties, contracts, agreements, books, contracts, commitments, records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent Buyer may reasonably request. Parent shall hold, request and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical solely as related to the indemnification and limitation Business to facilitate the completion of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense neither Seller nor any of such claim or litigation its Affiliates shall be reasonably satisfactory required to the Indemnified Party and the Indemnified Party violate any obligation of confidentiality to which it or any of its Affiliates may participate be subject in such defense at such Indemnified Party's expense, and discharging their obligations pursuant to this Section 8.3; (ii) the omission by other than any Indemnified Party to give notice as provided herein personnel files of Transferred Employees, Seller shall not relieve make available any personnel files of Employees and any other current or former employees of Seller and its Affiliates who have provided services to the Parent Business. The Seller shall, and shall cause the Acquired Subsidiaries and its and their respective employees, officers and other representatives to, reasonably cooperate with Buyer and its officers, employees, accountants, consultants, legal counsel and other representatives in the conduct of any such investigation or review of the Seller, the Acquired Subsidiaries, the Business, the Purchased Assets or the Assumed Liabilities. Buyer agrees that any investigation undertaken pursuant to the access granted under Section 8.3 shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and, from the date hereof until the Closing, none of Buyer or any of its indemnification obligation under this Agreement, except to Affiliates or representatives shall communicate with any of the extent that such omission results in a failure employees of actual notice to the Parent, and Business without the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (of Seller, which consent shall not be unreasonably withheld); provided, further, however, that conditioned or delayed. Notwithstanding anything to the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate contrary in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each neither Seller nor any of such persons its Affiliates shall be entitled required to enforce the covenants contained in provide access to or disclose information pursuant to this Section 8.2. (d) If Parent 8.3 where, upon the advice of counsel, such access or the Company, as the case may be, disclosure would jeopardize attorney-client privilege or contravene any Laws or confidentiality undertakings to which Seller or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as Affiliates may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4subject.

Access and Information. The Company and its subsidiaries shall (a) afford to Parent Repap shall permit Buyer and its accountantsrepresentatives after the date of execution of this Agreement to have reasonable access, counsel dur-ing regular business hours and upon reasonable advance notice, to the real property owned or leased by Repap USA and the Subsidiaries and to the officers, key employees, customers, suppliers and parties to material contracts of Repap USA and the Subsidiaries, subject to Repap's reasonable rules and regulations, and shall furnish, or cause to be furnished, to Buyer any financial and operating data and other representatives full access during normal business hours (information that is available with respect to the Business and at such other times properties of Repap USA and the Subsidiaries as may be reasonably necessary for Buyer and Repap 12 13 to obtain any third party action, consent or approval required hereunder or as Buyer shall from time to time otherwise reasonably request; provided that the parties may mutually agree) throughout the period foregoing shall not require Repap to permit, prior to the Effective Time Closing, any inspection, or to all of their propertiesdisclose any information, books, contracts, commitments, records that (a) relates to its proprietary coating formulas and personnel, and its groundwood customers or (b) during such period, furnish promptly to Parent (i) a copy in its reasonable judgment would result in the disclosure of each report, schedule and other document filed any trade secrets of third parties or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make violate any of such provisions less favorable to the directorsRepap's, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay Repap USA's or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions Subsidiaries' obligations with respect to confidentiality if Repap shall have used its reasonable best efforts to obtain the consent of such Indemnified Parties occurring on third party to such inspection or prior to disclosure. (b) In the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws event of the Company or Purchaser in effect on the date termination of this Agreement, including, Buyer at its own expense shall promptly deliver (without limitation, provisions relating retaining any copies thereof) to advances of expenses incurred in the defense of any action or suitRepap, or (Cat Repap's option) confirm in writing to Repap that it has destroyed all Confidential Information furnished to Buyer or its representatives by Repap, Repap USA, the Subsidiaries or any indemnification agreement between of their respective agents, employees or representatives as a result hereof or in connection herewith, whether so obtained before or after the Indemnified Party execution hereof, and the Company; and (ii) advance to all analyses, compilations, forecasts, studies or other documents prepared by Buyer or its representatives which contain or reflect any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case Confidential Information. Buyer shall at all times prior to the extent Closing Date, and in the event of termination of this Agreement, cause any Confidential Information so obtained to be kept confidential and will not use, or permit the use of, such Indemnified Parties are entitled information in its business or in any other manner or for any other purpose except as contemplated hereby and except as required by law. (c) All Confidential Information provided or obtained pursuant to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws clause (a) above shall be held by Buyer in effect on the date hereof accordance with and subject to the terms of such articles of incorporation the confidentiality agreement, dated September 24, 1996, between Buyer and by-laws; providedRepap (the "Confidentiality Agreement"). At Closing, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim Confidentiality Agreement shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, terminate and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party of no further force and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice effect except as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2therein. (d) If Parent As used in this Agreement, "Confidential Information" means confidential business information regarding Repap, Repap USA or the CompanySubsidiaries, as including customer lists and files, prices and costs, Business and financial records, information relating to personnel contracts and offices and positions held, stock ownership, liabilities, litigation and the case may beterms of this Agreement and any written analysis or other document reflecting such information that such party prepares. However, "Confidential Information" shall not include: (i) any information already in the possession of Buyer prior to September 24, 1996, or information available to Buyer from public records or from other sources in accordance with law; (ii) any information that is in the public domain or subsequently enters the public domain otherwise than through disclosure by Buyer or any of their respective successors Buyer's representatives; (iii) any information that is capable of being independently developed by or assigns (i) reorganizes or consolidates with or merges into any other person and is not on behalf of Buyer without reference to the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, Confidential Information; or (iiiv) liquidatesany information that is acquired from a third party not known by Buyer after reasonable inquiry to be providing such information in breach of a confidentiality obligation to Repap, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent Repap USA or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2Subsidiaries. (e) Parent shall use commercially reasonable efforts for a period Repap agrees that, at Closing, Repap will assign to Buyer all rights of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act Repap in connection with the Offer, the Merger Confidential Information of Repap USA and the transactions contemplated by this Agreement Subsidiaries and will deliver to respond as promptly as practicable to Buyer copies of any inquiries received from the Federal Trade Commission written agreements and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust mattersdocuments relating thereto. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4.Section VI.2

Access and Information. The Company From and its subsidiaries shall (a) afford after the Closing Date and pending Closing, Seller will give to Parent Buyer and its accountantsto Buyer’s counsel, counsel accountants and other representatives full reasonable access during normal business between the hours (of 10:00 a.m. and 6:30 p.m., Monday through Saturday, and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time , to all of their the properties, books, contracts, commitments, records records, officers, personnel and personnelaccountants of the Business (including access to perform such environmental investigations as the Buyer reasonably deems necessary at Buyer’s sole cost and expense), and will furnish to Buyer all such documents and copies of documents (bcertified to be true copies if requested) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant all information with respect to the requirements affairs of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel the Business as Parent Buyer may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms including any records of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance Seller related to any Indemnified Parties expenses incurred in defending any action or suit with respect to such mattersRental Contracts, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation Accounts Receivable and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; Business Employees, provided, however, that Seller shall be under no obligation to provide access to, or copies of, such documents or records which it is prohibited from disclosing to Buyer under applicable law. As soon as possible after the execution of this Agreement, and, to the extent practicable in the event case of a particular Specified Location, Assumed Location, Shared Location or Other Business Location, prior to any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice access by Buyer to the Parent promptly after such Indemnified Party has actual knowledge of any claim Business Employees as to which indemnity may be soughtcontemplated by the immediately preceding sentence or by Section 5.6, and the Indemnified Party parties shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory provide a mutually agreed upon joint statement to the Indemnified Party Business Employees regarding this Agreement and the Indemnified Party may participate in such defense at such Indemnified Party's expense, matters related thereto and (ii) the omission by any Indemnified Party at each Specified Location, Assumed Location, Shared Location and Other Business Location, cause their representatives to give notice as provided herein shall not relieve the Parent of its indemnification obligation under jointly present their plans pursuant to this Agreement, except Agreement to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent Business Employees (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability including with respect to such claim or litigationinterviews and hiring of Business Employees by Buyer and other elements of the business transition). (c) This Section 8.2 is intended Buyer’s personnel shall have access to each Specified Location, Assumed Location, Shared Location and Other Business Location for an average of at least two business days per location in order to take any of the benefit of, and to grant third party rights to, persons entitled to indemnification under actions not prohibited by this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time5.1, including but not limited to meeting with employees and selecting Business Merchandise which will become part of the Rental Inventory to constitute Purchased Assets pursuant to Section 2.1(e)(ii). Each party understands and agrees that any exchange of information under this Agreement shall be solely for the purpose of seeking to consummate the transactions contemplated by this Agreementhereunder and under the Transaction Documents and not to affect, covering in any way, each person currently covered by party’s relative competitive position to the Company's existing officers' other party or to other Persons. Each party further agrees that the information to be disclosed to each other shall only be that information which is reasonably necessary to the transactions contemplated hereby, and directors' liability insurance policythat information which is not reasonably necessary to such transactions shall not be disclosed or exchanged. To the extent competitively sensitive information such as information and strategies concerning product development or marketing plans, product prices or who becomes covered by pricing plans, cost data, customers or similar information, including discussions of entry into or withdrawal from markets (“Competitively Sensitive Information”), is determined to be reasonably necessary to the consummation of a transaction, such policy information shall not be disclosed prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those expiration or earlier termination of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offerwaiting period, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received conditioned upon there then being no pending or threatened action or inquiry from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information Justice, the Federal Trade Commission or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General state antitrust enforcement or other Governmental Entity in connection governmental authorities with antitrust matters. The Company and Parent agree to coordinate and, respect to the extent not inconsistent with their respective legal obligationstransactions contemplated hereby. In addition, cooperate with each other the dissemination of Competitively Sensitive Information which has been determined to be reasonably necessary to the consummation of a transaction such as that contemplated by this Agreement shall be limited only to those senior executives and representatives of the parties who were involved in making all valuing or negotiating the transaction contemplated hereby and approving the value and consummation of such filings and responses. SECTION 8.4transaction pursuant hereto.

Access and Information. The Company and its subsidiaries shall (a) afford to Parent The Sellers and its accountants, counsel and other representatives full access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time to all of their properties, books, contracts, commitments, records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and Company shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees each Subsidiary of the Company than pertain to such persons on permit Buyer and its Representatives after the date hereofof this Agreement to have reasonable access, during regular business hours and upon reasonable advance notice, to the Real Property, subject to the Company’s reasonable rules and regulations, but not the right to perform any invasive or environmental testing or sampling or other “Phase II” investigations, provided that Buyer shall maintain and deliver evidence upon request to the Company of adequate insurance before entering any Real Property and indemnify the Company for any physical damage to property caused by Buyer or Buyer’s Representatives in connection with such access by Buyer. Without limiting the generality of the foregoing, from until the Effective Time Closing or the earlier termination of this Agreement, the Company and its Subsidiaries shall permit Buyer’s transition planning team reasonable on-site access to their offices during regular business hours for a period the purposes of six years after meeting with their management, developing an understanding of the Effective Time, Parent shall, (i) indemnify, defend decisions of such management and hold harmless coordinating and planning the present transition of the business and former officers, directors, employees and agents operations of the Company and its subsidiaries Subsidiaries consistent with applicable Legal Requirements. The Company shall furnish, or cause to be furnished, to Buyer any financial and operating data and other information with respect to the Company and its Subsidiaries, including without limitation continued access to the online data room (it being understood that Sellers and the Company shall have no obligation to continue to update such online data room), as Buyer shall from time to time reasonably request and shall maintain or cause to be maintained intact all electronic files and records to the Company and its Subsidiaries in the ordinary and usual course of Purchaser (collectivelybusiness consistent with past practices. It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 7.1, the "Indemnified Parties")Company, from and againstin its sole discretion, and pay may deny or reimburse restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties or environmental reviews the Indemnified Parties forwritten work plan for which had not been previously approved by the Company in its sole discretion, all losses, obligations, expenses, claims, damages or liabilities resulting from thirdpossible waivers of any applicable attorney-party claims client privileges; or (and involving claims by or ii) in the right event Buyer is in breach of this Agreement. It is further understood that the Company shall be under no obligation to grant Buyer or its representatives any access if such access would unreasonably interfere with the Company and its Subsidiaries’ operations, activities or employees, or if such access would, in the reasonable judgment of the Company) and including interest, penaltiesviolate applicable antitrust, out-of-pocket expenses and attorneys' fees incurred in industrial security, patient privacy or similar laws. In an effort to prevent any interference or disruption caused by such access, the investigation or defense Company may, at its sole discretion, reasonably limit the number of any individuals visiting its facilities. Buyer shall coordinate all such access with a Company employee who will be identified to Buyer promptly after the execution of this Agreement. Notwithstanding anything to the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or contrary contained herein, prior to the Effective Time (includingClosing, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (of the Company, which consent shall may not be unreasonably withheld), Buyer shall not contact any non-management employee, supplier to or customer of the Company and its Subsidiaries; provided, further, however, provided that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each identity of such persons suppliers and customers shall be entitled have been made available to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, Buyer and provided further that Parent such restrictions shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable not apply to any inquiries received from the Federal Trade Commission and the Antitrust Division suppliers or customers with which Buyer has a relationship as of the Department of Justice for additional information date hereof so long as such contact relates solely to such current relationship and not the Company or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4its Subsidiaries.

Access and Information. The Company and its subsidiaries shall (a) afford Prior to Parent and its accountants, counsel and other representatives full access during normal business hours the Closing (and at such other times as with respect to each of the parties may mutually agree) throughout the period Additional Subsidiaries, prior to the Effective Time earlier to all of their properties, books, contracts, commitments, records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms occur of the Confidentiality Agreement dated April 28time such Additional Subsidiary is conveyed to Newco and December 31, 1998 between Parent 2009), SBC and BellSouth shall each permit the other and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, other's representatives to have reasonable access to its Books and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directorsRecords, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such mattersSubsidiaries, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation (i) during regular business hours and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide upon reasonable advance notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtother, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure access does not unreasonably interfere with the business of actual notice the SBC Companies or their Subsidiaries or the BellSouth Companies or their Subsidiaries, as the case may be and (iii) to the Parent, and extent relating to the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified PartiesSBC Companies, the Indemnified Parties may retain counsel satisfactory to them, BellSouth Companies and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are receivedtheir respective Subsidiaries; provided, however, that any such representatives shall comply with the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld)confidentiality obligations contained herein and in the Confidentiality Agreement and; provided, furtherfurther that the foregoing shall not (i) require SBC or BellSouth to permit any inspection, howeveror to disclose any information, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in its reasonable judgment would result in the defense disclosure of any action trade secrets of third parties or claim. The Parent shall not, in trade secrets of SBC or BellSouth unrelated to the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, SBC Companies and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent their Subsidiaries or the CompanyBellSouth Companies and their Subsidiaries, as the case may be, or violate any of SBC's, BellSouth's, the SBC Companies', the BellSouth Companies' or any of their respective successors Subsidiaries' legal obligations or assigns (i) reorganizes obligations with respect to confidentiality if SBC or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the CompanyBellSouth, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, or (ii) require any disclosure by SBC, BellSouth, the SBC Companies, the BellSouth Companies or any of their Subsidiaries that would be reasonably likely to, as set forth in this Section 8.2. (e) Parent a result of such disclosure, have the effect of causing the waiver of any attorney-client privilege; provided, that SBC or BellSouth, as the case may be, shall use have used its commercially reasonable efforts for a period to effect disclosure without the waiver of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4attorney-client privilege.

Access and Information. The Company During the period from the date of this Agreement to the Closing, except to the extent prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof for which Parent has been unable, despite use of its reasonable best efforts, to obtain a consent or waiver from the other parties thereto (other than any Affiliate of Parent) to enable disclosure to LMC, or as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment), and its subsidiaries shall subject to the obligations of LMC under the Confidentiality Agreement with respect thereto, Parent will permit (aand will cause the Transferred Subsidiaries to permit) afford Representatives of LMC to Parent and its accountants, counsel and other representatives full have reasonable access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time upon reasonable notice to all of their premises, properties, personnel, books, contractsrecords, Contracts, commitments, records and personnelreports of examination, and (b) during such period, furnish promptly to Parent (i) a copy documents of each report, schedule and other document filed or received by it pursuant pertaining to the requirements of federal or state securities lawsTransferred Business, and (ii) all other information concerning its business, properties reasonable opportunity upon prior notice and personnel as consultation with Parent may reasonably request. Parent shall hold, and shall cause its to communicate with employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Transferred Business (provided that Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, Transferred Subsidiaries shall have the right to be present by representative for all such contacts between LMC and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII any employee of the By-laws of the CompanyTransferred Business, and such provisions shall not be amendedwhether in person, repealed telephonic or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"otherwise), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit except with respect to such mattersDTV, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for necessary to permit LMC to, at its sole expense, make, or cause to be made, such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file investigations thereof as soon as practicable notifications under the HSR Act are reasonably necessary in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division consummation of the Department Transactions, and Parent shall (and shall cause the Transferred Subsidiaries to) reasonably cooperate with any such investigations; provided that Parent's designees on the Board of Justice for additional Directors of DTV, subject to their fiduciary duties to DTV and its stockholders, shall take no action to interfere with the investigation of DTV by LMC. No information or documentation and knowledge obtained in any investigation pursuant to respond as promptly as practicable this Section 6.1 or otherwise shall affect or be deemed to all inquiries and requests received from modify any State Attorney General representation or other Governmental Entity in connection with antitrust matters. The Company and Parent agree warranty contained herein or delivered pursuant hereto or to coordinate and, modify the conditions to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4obligations of the parties hereto to consummate the Transactions.

Access and Information. The From the date hereof to the Closing Date, the Company shall afford to EGLOBE and its subsidiaries shall (a) afford to Parent and its officers, employees, accountants, counsel consultants, legal counsel, and other representatives of EGLOBE full and complete access during normal business hours (and at such other times as the parties may mutually agreewith reasonable advance notice) throughout the period prior to the Effective Time to all of their properties, books, records, contracts, commitmentsfacilities, records and personnelpremises, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant equipment relating to the requirements of federal or state securities lawsAssets and the Company (including without limitation, operating and (iifinancial information with respect to the Company) all other information concerning its business, properties and personnel as Parent EGLOBE may reasonably request. Parent shall hold, provided that EGLOBE and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directorsagents, employees and agents of the Company representatives enter into a commercially reasonable confidentiality and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of nondisclosure agreement with the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that EGLOBE determines after the Parent does not accept Closing Date that it is necessary or desirable to audit the defense financial statements of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable Company for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective TimeClosing Date, including but not limited OASIS agrees to cooperate with EGLOBE, the Company and auditors for the Company to the transactions contemplated by this Agreementextent necessary to complete such audit in a timely manner. In addition, covering each person currently covered by the Company's existing Company and OASIS shall, and shall ensure that their respective affiliates shall, afford to EGLOBE and the LLC and their respective officers' , employees, accountants, consultants and directors' liability insurance policylegal counsel, or who becomes covered by such policy prior access at any time and from time to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on time following the date hereof, but during business days and normal business hours, to the books, records and other information (including without limitation, operating and financial information), contracts, facilities and premises relating to the Assets, OASIS and all other companies, divisions or other entities or portions thereof that EGLOBE and the LLC may reasonably request for purposes of preparing audited financial statements pursuant to EGLOBE's reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Securities Laws"), make available the personnel, accountants and other representatives having knowledge regarding the same and cooperate with and furnish assistance to EGLOBE (provided that in satisfying its obligation under this paragraph (e), Parent the Company and OASIS shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997incur more than nominal cost or expense), and provided further that Parent shall nevertheless be obligated to provide such coverage as EGLOBE may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act reasonably request in connection with the Offerpreparation of financial statements with respect to the business of the Company. In connection with an audit of such financial statements, if required, the Merger Company and its financial and other management agree to provide certain representations in the transactions contemplated by this Agreement form of a representation letter to BDO Seidman, LLP, independent cerxxxxxx public accountants, in accordance with generally accepted auditing standards. The provision of such financial statement representations and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission information and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust mattersassistance shall be reasonably prompt. The Company and Parent agree OASIS shall ensure that none of such information is destroyed during the three year period commencing on the Closing Date unless EGLOBE has been afforded a reasonable opportunity to coordinate andobtain and make copies of the information. Any document or information produced or disclosed pursuant to this Section 6.4 in any form is Confidential Information and EGLOBE and the LLC shall not permit the duplication, use, or disclosure of any such Confidential Information by or to any third party (other than officers, employees, accountants, consultants and legal counsel) except as required pursuant to the Securities Laws and permitted hereunder, unless such duplication, use or disclosure is specifically authorized by the Company or OASIS in writing prior to any disclosure. EGLOBE and the LLC shall use commercially reasonable diligence, and in no event less than that degree of care that such party uses in respect to its own confidential information of like nature, to prevent the extent not inconsistent with their respective legal obligations, cooperate with each other in making all unauthorized disclosure or reproduction of such filings and responses. SECTION 8.4information.

Access and Information. The Company and its subsidiaries shall (a) Until the Closing, subject only to applicable rules and regulations of the FCC, Benchmark shall afford to Parent Mergeco and its accountantsrepresentatives (including accountants and counsel) access, counsel and other representatives full access during normal business hours (hours, upon reasonable notice and at in such other times manner as will not unreasonably interfere with the parties may mutually agree) throughout conduct of the period prior to the Effective Time business of Benchmark or its subsidiaries, to all of their properties, books, contractsrecords, commitments, records documents and personnel, and (b) during such period, furnish promptly to Parent (i) a copy returns of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company Benchmark and its subsidiaries and all other information relating to Benchmark and its subsidiaries together with the opportunity to make copies of Purchaser such books, records, returns and other documents and to discuss the business of Benchmark and its subsidiaries with such officers, station managerial personnel (collectivelyincluding the General Manager, the "Indemnified Parties"General Sales Manager, Programming Director and Business Manager, or persons performing comparable duties, of each Station), from accountants, consultants and againstcounsel for Benchmark as Mergeco deems reasonably necessary or appropriate for the purposes of familiarizing itself with Benchmark and the Stations, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreementright to visit each Station at least monthly; provided that such Station visits shall be scheduled at least five (5) Business Days in advance and shall be conducted in a manner intended to minimize the disruption to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws operations of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the CompanyStations; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; further provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein Mergeco shall not relieve contact any Station personnel without the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its express prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified PartyGeneral Partners. In furtherance of the foregoing, consent Benchmark shall authorize and instruct Arthxx Xxxexxxx XXX to entry meet with Mergeco and its representatives, including its independent public accountants, to discuss the business and accounts of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, Benchmark and to grant third party rights tomake available (with the opportunity to make copies) to Mergeco and its representatives, persons entitled including its independent public accountants, work papers prepared by Arthxx Xxxexxxx XXX and related to indemnification under their audit of the consolidated financial statements and tax returns of Benchmark. All information provided pursuant to this Section 8.2 Agreement shall remain subject in all respects to the Confidentiality Agreement (herein so called) dated September 10, 1996 between Hicks, Muse, Tate & Xursx Xxxorporated and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of General Partners until such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, time as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to have been consummated. Benchmark waives any inquiries received from provisions in the Federal Trade Commission Confidentiality Agreement that would otherwise prohibit the execution of this Agreement and the Antitrust Division consummation of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4transactions contemplated hereby.

Access and Information. The Company Each member of the Granite Group covenants and agrees that, pending the Closing, each member of the Granite Group shall give Buyer and its subsidiaries shall (a) afford to Parent and its counsel, accountants, counsel engineers, investment bankers, potential lenders and other authorized representatives full access reasonable access, at Buyer's risk and expense, during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time Closing Date or the earlier termination of this Agreement, to all of WLAJ's (to the extent in their propertiespossession), WWMT's, WWMT License, Inc.'s, WLAJ, Inc.'s, Seller's and Granite's (to the extent relating to its operation of WLAJ under the Time Brokerage Agreement) books, contractsrecords (including all employee files), commitmentsagreements, records and personnelreports, and (b) other documents and all of the Broadcasting Assets to be acquired hereunder and shall furnish Buyer, its counsel, accountants, engineers, investment bankers, potential lenders and other authorized representatives during such periodperiod with copies of all information concerning the affairs of Seller, furnish promptly to Parent WLAJ, Inc., WWMT License, Inc., Granite (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements extent relating to its operation of federal WLAJ under the Time Brokerage Agreement, ownership or state securities lawscontrol of Seller, WWMT License, Inc., WLAJ, Inc. or the Broadcasting Assets, or employment of the WLAJ Employees) and (ii) all other information concerning its business, properties and personnel WWMT as Parent they may reasonably request. Parent request in order to enable Buyer to make such examinations and investigations thereof as it shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreementdeem necessary, including, without limitation, provisions relating all contracts, agreements, and leases pertaining to advances the business and operations of expenses incurred WWMT or otherwise included in the defense Broadcasting Assets and any amendments, renewals or other modifications thereof, and each member of any action or suitthe Granite Group will make appropriate officers, or employees, attorneys, agents and accountants available to discuss with Buyer and its representatives such aspects of the business and operations of WLAJ (Cunder the Time Brokerage Agreement) any indemnification agreement between and WWMT as Buyer may reasonably require (it being understood that the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to foregoing shall include such matters, in each case access as Buyer may reasonably require to the extent such Indemnified Parties are entitled management of Granite to indemnification enable Buyer to obtain information about the employees of WWMT or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on WLAJ Employees that Buyer will employ after it acquires the date hereof and subject to the terms of such articles of incorporation and by-lawsGranite Broadcasting Assets); provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation instance mutually satisfactory arrangements shall be reasonably satisfactory made in advance in order to the Indemnified Party avoid interruption and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except minimize interference with the consent normal business and operations of the Indemnified PartySeller, consent to entry of any judgment WWMT or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4WLAJ.

Access and Information. The Company and its subsidiaries Sellers shall (a) afford to Parent Purchaser and its to Purchaser’s financial advisors, legal counsel, accountants, counsel consultants, financing sources, and other authorized representatives full reasonable access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time Closing Date to all of their books, records, non-privileged documents, properties, booksand personnel of Sellers that pertain to the Acquired Business and, contracts, commitments, records and personnel, and (b) during such period, shall furnish as promptly as practicable to Parent (i) Purchaser any and all such information as Purchaser may reasonably request pertaining to the Acquired Business. Sellers shall reasonably cooperate with Purchaser throughout the period prior to the Closing in Purchaser’s efforts to implement additional network and data feed connections and otherwise cooperate with Purchaser to facilitate a copy transition to Purchaser’s ownership and operation of each reportthe Acquired Business. Sellers shall promptly provide to Purchaser all non-privileged documents and material relating to the proposed sale of the Acquired Assets, schedule Designated Contracts, Non Filing Seller Designated Contracts or any portion thereof, including, without limitation, with respect to competing bids, and otherwise cooperate with Purchaser, to the extent reasonably necessary in connection with Purchaser’s preparation for or participation in any part of the Chapter 11 Cases in which Purchaser’s participation is necessary, required or reasonably appropriate. Sellers shall promptly deliver to Purchaser all pleadings, motions, notices, statements, schedules, applications, reports and other document papers filed in any other judicial or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel administrative proceeding as Parent Purchaser may reasonably request. Parent In addition, Sellers shall hold, and shall cause its employees and agents reasonably consult with Purchaser with respect to holdany public written or oral communication concerning, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by whole or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitationpart, the transactions contemplated by this Agreement) . Sellers shall reasonably cooperate with Purchaser to efficiently and expeditiously transfer the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser Transferred Employees. Nothing contained in effect on the date of this Agreement, including, without limitation, provisions relating Section 7.4 shall require Sellers to advances of expenses incurred in the defense of take any action or suitprohibited by applicable Law, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall Sellers do not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of take any action or claimon such basis, then upon Purchaser’s request, Sellers shall furnish a reasonable basis therefor. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4.7.5

Access and Information. The Company and its subsidiaries shall (a) Seller shall afford to Parent Purchaser and its to Purchaser's financial advisors, legal counsel, accountants, counsel consultants, financing sources, and other authorized representatives full access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time Closing Date to all of their propertiesBooks and Records, books, contracts, commitments, records Assets and personnelProperties, and (b) personnel of Seller or its Affiliates that pertain to the Access Business, the Acquired Assets or the Assumed Liabilities and, during such period, shall furnish as promptly as practicable to Parent (i) a copy of each report, schedule Purchaser any and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with as Purchaser reasonably may request pertaining to the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and afterAccess Business, the Effective TimeAcquired Assets or the Assumed Liabilities (including, the Purchaser's Bylaws shall contain indemnification without limitation, copies of Contracts, Leases, Licenses and limitation of liability provisions which are substantially identical to the indemnification other Books and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereofRecords). Without limiting the foregoing, Seller agrees to cooperate with Purchaser to enable Purchaser (at Purchaser's expense) to prepare in advance of the Closing for the acquisition and use of all of the Acquired Assets, and the assumption of all of the Designated Contracts, from the Effective Time and for a period of six years after the Effective TimeClosing Date. Such cooperation shall include, Parent shallwithout limitation, (i) indemnifyreasonable cooperation to assist Purchaser in hiring, defend and hold harmless after the present and former officers, directors, employees and agents announcement of the Company commencement of the Case but in advance of the Closing, management personnel, technical personnel and customer relationship personnel of Seller and its subsidiaries Affiliates that Purchaser identifies as desirable to help Purchaser in planning for the use by Purchaser of any Acquired Assets (or performance of any Assumed Liabilities) after the Closing Date, (ii) access for Purchaser to all facilities to consider and plan for the use of any Acquired Assets after the Closing Date and (iii) permitting Purchaser to relocate, prior to Closing, Acquired Assets to locations designated by Purchaser (collectively, at the "Indemnified Parties"expense of Purchaser), it being understood that such Assets will remain subject to the ownership and control of Seller and its Affiliates until the Closing Date; PROVIDED, that if this Agreement is terminated other than due to a default by Seller hereunder, Purchaser shall (upon request by Seller) return, at Purchaser's expense, any such Acquired Assets relocated by Purchaser to the locations from which they were moved by Purchaser; and againstPROVIDED, and pay or reimburse the Indemnified Parties forFURTHER, all lossesthat Purchaser shall not relocate, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (includingClosing, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance Acquired Assets to any Indemnified Parties expenses incurred in defending any action or suit with respect location if such relocation would materially impair the ability of Seller to promptly access and use such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by relocated Acquired Assets if this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4is terminated.

Access and Information. The From the date hereof to the Closing, the Company shall afford to Acquiror and its subsidiaries shall (a) afford to Parent and its officers, employees, accountants, counsel consultants, legal counsel, and other representatives of Acquiror full and complete access during normal business hours (and at such other times as the parties may mutually agreewith reasonable advance notice) throughout the period prior to the Effective Time to all of their properties, books, records, contracts, commitmentsfacilities, records and personnelpremises, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant equipment relating to the requirements of federal or state securities lawsAssets and the Company (including without limitation, operating and (iifinancial information with respect to the Company) all other information concerning its business, properties and personnel as Parent Acquiror may reasonably request. Parent shall hold, provided that Acquiror and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directorsagents, employees and agents of the Company representatives enter into a commercially reasonable confidentiality and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of nondisclosure agreement with the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that Acquiror determines after the Parent does not accept Closing that it is necessary or desirable to audit the defense financial statements of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable Company for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective TimeClosing Date, including but not limited the Stockholder agrees to cooperate with the Acquiror, the Company and auditors for the Company to the transactions contemplated by this Agreementextent necessary to complete such audit in a timely manner. In addition, covering each person currently covered by Company and the Company's existing Stockholder shall, and shall ensure that their respective affiliates shall, afford to Acquiror and their respective officers' , employees, accountants, consultants and directors' liability insurance policylegal counsel, or who becomes covered by such policy prior access at any time and from time to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on time following the date hereof, but during business days and normal business hours, to the books, records and other information (including without limitation, operating and financial information), contracts, facilities and premises relating to the Assets, the Stockholder and all other companies, divisions or other entities or portions thereof that Acquiror may reasonably request for purposes of preparing audited financial statements pursuant to Acquiror's reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Securities Laws"), make available the personnel, accountants and other representatives having knowledge regarding the same and cooperate with and furnish assistance to Acquiror (provided that in satisfying its obligation under this paragraph (e), Parent Company and the Stockholder shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997incur any non-minimal cost or expense), and provided further that Parent shall nevertheless be obligated to provide such coverage as Acquiror may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act reasonably request in connection with the Offerpreparation of financial statements with respect to the business represented thereby being acquired under the Purchase Agreement. In connection with an audit of such financial statements, if required, Company and its financial and other management agree to provide certain representations in the Merger form of a representation letter to BDO Seidman, LLP, independent certified public accountants, in accordxxxx xith generally accepted auditing standards. The provision of such financial statement representations and information and assistance shall be reasonably prompt. Company and the transactions contemplated Stockholder shall ensure that none of such information is destroyed during the three (3)-year period commencing on the closing date unless Acquiror has been afforded a reasonable opportunity to obtain and make copies of the information. Any document or information produced or disclosed pursuant to this Section 6.3 in any form is Confidential Information and Acquiror shall not permit the duplication, use, or disclosure of any such Confidential Information by this Agreement and to respond as promptly as practicable or to any inquiries received from third party (other than officers, employees, accountants, consultants and legal counsel) except as required pursuant to the Federal Trade Commission Securities Laws and permitted hereunder, unless such duplication, use or disclosure is specifically authorized by Company or the Antitrust Division Stockholder in writing prior to any disclosure. Acquiror shall use commercially reasonable diligence, and in no event less than that degree of the Department care that such party uses in respect to its own confidential information of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate andlike nature, to prevent the extent not inconsistent with their respective legal obligations, cooperate with each other in making all unauthorized disclosure or reproduction of such filings and responses. SECTION 8.4information.

Access and Information. The Company From and its subsidiaries shall (a) afford to Parent after the date hereof and its accountants, counsel and other representatives full access during normal business hours (and at such other times as until the parties may mutually agree) throughout earlier of the period prior to the Effective Time to all termination of their properties, books, contracts, commitments, records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it this Agreement pursuant to Section 8 and the requirements of federal or state securities lawsClosing Date, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall holdthe Company shall, and shall cause its employees Subsidiaries and agents the Company Representatives to, give Buyer and its representatives (including any financial institution providing or proposing to holdprovide financing in connection with the transactions contemplated hereby) reasonable access at all reasonable times and in a manner as to not materially interfere with the normal business of the Company or any of its Subsidiaries to the properties, in confidence all books, records, assets, data, documents, personnel, tax returns, title reports, insurance policies and surveys and other information of the Company and its Subsidiaries and to furnish such information and documents in accordance its possession relating to the Company and its Subsidiaries as Buyer (or any financial institution providing or proposing to provide financing in connection with the transactions contemplated hereby) may reasonably request from time to time, provided that neither Buyer nor any financial institution providing or proposing to provide financing in connection with the transactions contemplated hereby shall be entitled to access any properties of the Company or any Subsidiary for the purpose of conducting any environmental audit or assessment without the prior written consent of the Company. The Company further agrees to furnish, and to cause its Subsidiaries and the Company Representatives to furnish, Buyer and its representatives (including any financial institution providing or proposing to provide financing in connection with the transactions contemplated hereby) with such financial and operating data and other information which the Company or any Subsidiary has reasonably available with respect to the Company’s and each Subsidiary’s business, properties, assets and financial and legal condition as Buyer or its representatives (including any financial institution providing or proposing to provide financing in connection with the transactions contemplated hereby) may from time to time reasonably request. All such access, information and documents obtained by Buyer and its Affiliates and their respective Representatives (as defined in the Confidentiality Agreement) shall be subject to the terms of the Non-Disclosure Agreement, dated as of November 29, 2006 (as amended, the “Confidentiality Agreement dated April 28Agreement”), 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, Buyer hereby agrees that the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the CompanyConfidentiality Agreement will apply to all properties, and such provisions shall not be amendedbooks, repealed or otherwise modified in any manner that would make any of such provisions less favorable records, data, documents relating to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay Subsidiaries provided to Buyer or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, Affiliates or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets Representatives pursuant to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4.

Access and Information. The Company and its subsidiaries shall (a) Until the Closing, subject only to applicable rules and regulations of the FCC, Osboxx xxxll afford to Parent Mergeco and its accountantsrepresentatives (including accountants and counsel) full access, counsel and other representatives full access during normal business hours (hours, upon reasonable notice and at in such other times manner as will not unreasonably interfere with the parties may mutually agree) throughout conduct of the period prior to the Effective Time business of Osboxx xx its subsidiaries, to all of their properties, books, contractsrecords and returns of Osboxx xxx its subsidiaries and all other information with respect to its business, commitmentstogether with the opportunity to make copies of such books, records and personnelother documents and to discuss the business of Osboxx xxx its subsidiaries with such corporate officers, station managerial personnel (including the General Manager, Station Manager, General Sales Manager, Programming Director, Business Manager and (b) during such periodTraffic Manager, furnish promptly to Parent (i) a copy or persons performing comparable duties, of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"Station), from accountants, consultants and againstcounsel for Osboxx xx Mergeco deems reasonably necessary or appropriate for the purposes of familiarizing itself with Osboxx xxx the Stations, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreementright to visit each Station at least monthly; provided that such Station visits shall be scheduled at least five business days in advance and shall be conducted in a manner intended to minimize the disruption to the operations of the Stations. In furtherance of the foregoing, Osboxx xxxll authorize and instruct Ernst & Young LLP to meet with Mergeco and its representatives, including its independent public accountants, to discuss the business and accounts of Osboxx xxx to make available (with the opportunity to make copies) to Mergeco and its representatives, including its independent public accountants, all the fullest extent permitted or required under (A) applicable law, (B) the articles work papers of incorporation or by-laws Ernst & Young LLP related to their audit of the Company or Purchaser consolidated financial statements and tax returns of Osboxx. Xll information provided pursuant to this Agreement shall remain subject in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case all respects to the extent Confidentiality Agreement (herein so called) dated May 30, 1996 between Hicks, Muse, Tate & Xursx Xxxorporated and Osboxx xxxil such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim time as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to have been consummated. Osboxx xxxves any inquiries received from provisions in the Federal Trade Commission Confidentiality Agreement that would otherwise prohibit the execution of this Agreement and the Antitrust Division consummation of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4transactions contemplated hereby.

Access and Information. The Company and its subsidiaries shall (a) afford Prior to Parent and its accountants, counsel and other representatives full access during normal business hours the Closing (and at such other times as with respect to each of the parties may mutually agree) throughout the period Additional Subsidiaries, prior to the Effective Time earlier to all of their properties, books, contracts, commitments, records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms occur of the Confidentiality Agreement dated April 28time such Additional Subsidiary is conveyed to Newco and December 31, 1998 between Parent 2009), SBC and BellSouth shall each permit the other and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, other's representatives to have reasonable access to its Books and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directorsRecords, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such mattersSubsidiaries, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation (i) during regular business hours and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide upon reasonable advance notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtother, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure access does not unreasonably interfere with the business of actual notice the SBC Companies or their Subsidiaries or the BellSouth Companies or their Subsidiaries, as the case may be and (iii) to the Parent, and extent relating to the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified PartiesSBC Companies, the Indemnified Parties may retain counsel satisfactory to them, BellSouth Companies and their respective Subsidiaries; provided that any such representatives shall comply with the Parent shall pay all reasonable fees confidentiality obligations contained herein and expenses of such counsel for in the Indemnified Parties promptly as statements therefor are receivedConfidentiality Agreement; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided, further, howeverthat the foregoing shall not (i) require SBC or BellSouth to permit any inspection, or to disclose any information, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in its reasonable judgment would result in the defense disclosure of any action trade secrets of third parties or claim. The Parent shall not, in trade secrets of SBC or BellSouth unrelated to the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, SBC Companies and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent their Subsidiaries or the CompanyBellSouth Companies and their Subsidiaries, as the case may be, or violate any of SBC's, BellSouth's, the SBC Companies', the BellSouth Companies' or any of their respective successors Subsidiaries' legal obligations or assigns (i) reorganizes obligations with respect to confidentiality if SBC or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the CompanyBellSouth, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, or (ii) require any disclosure by SBC, BellSouth, the SBC Companies, the BellSouth Companies or any of their Subsidiaries that would be reasonably likely to, as set forth in this Section 8.2. (e) Parent a result of such disclosure, have the effect of causing the waiver of any attorney-client privilege; provided, that SBC or BellSouth, as the case may be, shall use have used its commercially reasonable efforts for a period to effect disclosure without the waiver of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4attorney-client privilege.

Access and Information. The Company Prior to the Closing, the Purchaser has made and its subsidiaries shall (a) afford be entitled to Parent make or cause to be made such investigations of the Seller, and its accountantsthe financial and legal condition of the Purchased Assets, counsel and other representatives full access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time to all of their properties, books, contracts, commitments, records and personnelPurchaser deems necessary or advisable, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, Seller has cooperated and shall cause its employees and agents to hold, in confidence all cooperate with any such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereofinvestigations. Without limiting the foregoing, from the Effective Time generality of any other terms and for a period provisions of six years after the Effective Time, Parent shallthis Section 7.1, (ia) indemnify, defend and hold harmless the present and former officers, directors, employees and agents Seller has provided a copy of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect preliminary title report on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit real property with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement real property comprising part of expenses under the Company's or Purchaser's articles of incorporation Facilities and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-lawsPurchased Assets; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party APT has actual knowledge of any claim as to which indemnity may be sought, audited and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce audit and confirm further the covenants contained in this Section 8.2. (d) If Parent or status of the Companyfinished inventory, as parts, work-in-process, and purchase orders of the case may beSeller, or any to review the Seller’s standard warranty and warranty claims history and expense, to correlate between the list of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, thenbe purchased and the assets physically present at the Facilities, and in such case, proper provision will be made so to check the assignability of contracts that the successors are material to Seller’s business and assigns of Parent or the Company assume all which are part of the obligations Purchased Assets; and (c) the Seller has provided a list of Parent or Proprietary Rights to APT. In furtherance of the Companyforegoing, as the case may bebut not in limitation thereof, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited Closing Date the Seller shall permit the Purchaser and its agents and representatives or cause them to be permitted to have full and complete access to the transactions contemplated by premises, books and records of the Seller upon reasonable notice during regular business hours and shall furnish such existing financial and operating data, projections, forecasts, and other data relating to the Seller as the Purchaser shall reasonably request from time to time relating to the truth of representations or warranties, and/or performance of covenants or conditions provided in this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior . Prior to the Effective TimeClosing, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent Purchaser shall not be obligated use any information obtained pursuant to pay premiums in excess this Section 7.1 for any purpose unrelated to the consummation of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and, if such transactions are not consummated, it will hold all information and documents obtained pursuant to respond this Section 7.1 in confidence in accordance with the Non-Disclosure Agreement dated December 14, 2001 between Microsemi and APT (“Non-Disclosure Agreement”), unless and until such time as promptly such information or documents otherwise become publicly available or as practicable it is advised by legal counsel that any such information or document is required by law to be disclosed. In the event that this Agreement is terminated, the Purchaser will deliver to the Seller all documents so obtained by it and any inquiries received from the Federal Trade Commission and the Antitrust Division copies thereof in possession of the Department Purchaser or its agents and representatives or, at the option of Justice for additional information or documentation the Purchaser, the Purchaser shall cause all of such documents and all of such copies to respond as promptly as practicable to all inquiries be destroyed and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, shall certify the destruction thereof to the extent not inconsistent with their respective legal obligationsSeller. Upon the Closing, cooperate with each other in making all such filings and responses. SECTION 8.4the Non-Disclosure Agreement shall be terminated automatically pursuant to this Section 7.1.

Access and Information. The Company and its subsidiaries shall (a) afford From and after the date of this Agreement and until the Closing Date, Seller shall give, and cause its Subsidiaries to Parent give, to Buyer and its accountantsAffiliates, counsel and other representatives full their Representatives, reasonable access during Seller’s or the applicable Subsidiary’s normal business hours (to Seller’s and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time to all of their applicable Subsidiary’s properties, books, contracts, commitments, reports of examination and records and personnelexclusively relating to or exclusively used in the Target Business, and (b) during such periodthe Transferred Employees, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent Purchased Assets and the Company. SECTION 8.2. INDEMNIFICATION Assumed Liabilities (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance subject to any Indemnified Parties expenses incurred in defending limitations that are reasonably required to preserve confidentiality of Seller’s retained businesses, any action applicable attorney-client privilege or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification legal or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-lawscontractual Third Party confidentiality obligation; provided, however, that in the event that access is limited or restricted pursuant to this parenthetical, Seller and its Subsidiaries shall use commercially reasonable efforts to make alternative accommodations to afford access in a manner that does not jeopardize any claim Seller confidential information, attorney-client privilege or claims are asserted legal or made within contractual Third Party confidentiality obligation). Seller shall reasonably assist, and cause its Subsidiaries to reasonably assist, Buyer and its Affiliates, and their respective Representatives, in making such sixinvestigation and shall cause its counsel, accountants, engineers, consultants and other non-year period, all rights employee Representatives to indemnification in respect be reasonably available to any of each them for such claim shall continue until final disposition of such claimpurposes. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) From and after the Closing Date, Seller and Buyer and their respective Subsidiaries shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtprovide, and shall cause their respective Affiliates to provide, to each other and to their respective Representatives, upon request (subject to any limitations that are reasonably required to preserve the Indemnified confidentiality of Seller’s retained businesses, any applicable attorney-client privilege or legal or contractual Third Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefromconfidentiality obligation; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, access is limited or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties restricted pursuant to this Agreementparenthetical, Seller and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of Buyer and their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent Subsidiaries shall use commercially reasonable efforts to make alternative accommodations to afford access in a manner that does not jeopardize any Seller confidentiality, attorney-client privilege or legal or contractual Third Party confidentiality obligation), reasonable access for a period inspection and copying of six years after all Business Records (subject to Data Protection Laws and other applicable Law), Transferred Contracts, Transferred In-Licenses, and Transferred Governmental Permits and any other information existing as of the Effective Time Closing Date and exclusively relating to provide officers' or exclusively used in the Target Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and directors' liability insurance shall make their respective personnel reasonably available for interviews, regarding the operations or activities exclusively relating to or exclusively used in respect of acts the Target Business, the Purchased Assets, the Assumed Liabilities or omissions occurring prior the Transferred Employees and as otherwise may be necessary or desirable to enable the Effective TimeParty requesting such assistance to: (i) comply with any reporting, including but not limited filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one Party to this Agreement has asserted against the transactions contemplated by other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The Party requesting such information or assistance shall reimburse the other Party for all reasonable and necessary out-of-pocket costs and expenses, covering each person currently covered by the Company's existing officers' and directors' liability insurance policyif any, or who becomes covered incurred by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4.Party

Access and Information. The During the Option Period, the Company and its subsidiaries shall (a) afford to the Parent and its accountants, counsel and other representatives Representatives full access during normal business hours upon reasonable notice to (i) the Company’s properties and at such other times as facilities (including all owned or leased real property and the parties may mutually agree) throughout the period prior to the Effective Time to all of their propertiesbuildings, 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 their respective independent public accountants, commitmentsinternal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal controls), contracts and records, and shall furnish promptly such books, records and personnel, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to documents concerning the requirements of federal or state securities laws, and (ii) all other information concerning its businessbusinesses, properties and personnel as Parent may reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain as the Parent shall reasonably request and provide the opportunity to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions make copies of such Indemnified Parties occurring on or prior to the Effective Time (includingbooks, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party records and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-lawsother documents; provided, however, that in such investigation shall not unreasonably disrupt the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, Company’s operations and (ii) to such Representatives for the omission by any Indemnified Party to give notice Company as provided herein shall not relieve the Parent may reasonably request access for purposes of its indemnification obligation under this Agreement, except continuing due diligence with respect to the extent that such omission results in a failure of actual notice to the ParentCompany, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, provided that the Parent shall not be liable for exercise this right of access no more than once in any settlement effected without calendar quarter during the Option Period. The Company shall cause its prior written consent (which consent accountants to cooperate with the Parent and its Representatives in making available all financial information reasonably requested by them, including the right to examine all working papers pertaining to all financial statements prepared by such accountants. During the Option Period, the Company shall generally keep the Parent informed as to all material matters involving the operations and businesses of the Company. Notwithstanding the foregoing, the Company shall not be unreasonably withheld); providedrequired to disclose any information if such disclosure would contravene any applicable Law. For the avoidance of doubt, further, however, that all information provided to or obtained by the Parent pursuant to this Section 8.9 shall not be responsible deemed Company Confidential Information for purposes of this Agreement. No information provided to or obtained by the fees and expenses of more than one counsel for all Parent pursuant to this Section 8.9 shall affect the representations or warranties of the Indemnified Parties. In any event, the Parent conditions to their respective obligations, their indemnification rights and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may beobligations hereunder, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior remedies available hereunder to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4Parent.

Access and Information. The Company and its subsidiaries shall (a) afford Seller will give, and cause its Affiliates to Parent give, to Buyer and to its officers, employees, accountants, counsel counsel, environmental consultants and other representatives full reasonable access during Seller's or the applicable Affiliate's normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Effective Time Closing to all of their Seller's or the applicable Affiliate's properties, books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel records) directly relating to the Business or the Purchased Assets (but excluding the Excluded Assets and personnelExcluded Liabilities (other than those relating to environmental or occupational health and safety matters) and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation). Seller shall assist, and (b) during cause its Affiliates to assist, Buyer in making such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall hold, investigation and shall cause its employees counsel, accountants, engineers, consultants and agents other non-employee representatives to hold, be reasonably available to Buyer for such purposes; IT BEING UNDERSTOOD that Buyer shall reimburse Seller or the applicable Affiliate promptly for reasonable and necessary out of pocket expenses incurred by Seller or any Affiliate in confidence all complying with any such information in request by or on behalf of Buyer. In accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the foregoing, from the Effective Time and for a period of six years after the Effective Time, Parent shall, (i) indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries and of Purchaser (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or in the right of the Company) and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (C) any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms foregoing, Seller shall permit environmental consultants retained by Buyer LUCENT TECHNOLOGIES/CELESTICA to conduct reasonable environmental studies of the Premises. In accordance with and subject to the foregoing, Seller shall permit environmental consultants retained by Buyer to conduct environmental studies of the Premises that are recommended by such articles consultants (including reasonable intrusive environmental investigations where so recommended) on a basis that does not interfere unreasonably with the ongoing operations of incorporation the Business. Seller shall have the right to review Buyer's plans for environmental studies/investigations and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice prompt comments. Buyer shall provide Seller with a copy of any report(s) resulting from Buyer's environmental studies/investigations which shall be subject to the Parent promptly after such Indemnified Party has actual knowledge of any claim same confidentiality obligations as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate Reports are in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give noticeSection 5.10. In the event that the Parent does not accept the defense of any matter as above provided, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent Seller shall not be liable for bound by any settlement effected without its prior written consent (which consent conclusions or recommendations or findings of Buyer's consultants' studies/investigations but such shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all constitute non-exclusive evidence of the Indemnified Partiesinformation, findings, conclusions and recommendations therein. In any eventWhen Buyer's studies/investigations are completed, Buyer shall at its expense reasonably restore the Parent and the Indemnified Parties shall cooperate in the defense of any action or claim. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent Premises to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does a state not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of materially worse than its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under the HSR Act in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4previous condition.

Access and Information. The Company For purposes of enabling the Purchaser and its subsidiaries MFI to complete their due diligence review, the parties agree that, from and after the date hereof, for a period ending on the date such review is completed to the Purchaser's sole satisfaction or the Closing Date, whichever is earlier, the Seller shall (a) afford to Parent permit the Purchaser, MFI and its their counsel, accountants, counsel lenders, investors, agents and other representatives representatives, full access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior upon reasonable advance notice to the Effective Time Real Estate and to all of their the properties, books, contracts, commitmentscommitments and records of the Seller reasonably relating to the Purchased Assets and the Seller's Business, and during such period the Seller shall furnish the Purchaser and MFI with all such statements (financial and otherwise), records and personneldocuments or copies thereof, and (b) during such period, furnish promptly to Parent (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its businessreasonably relating to operations of the Seller's Business as the Purchaser and MFI shall, properties and personnel as Parent may from time to time, reasonably request. Parent shall hold, and shall cause its employees and agents to hold, in confidence all such information in accordance with the terms of the Confidentiality Agreement dated April 28, 1998 between Parent and the Company. SECTION 8.2. INDEMNIFICATION (a) Until, and after, the Effective Time, the Purchaser's Bylaws shall contain indemnification and limitation of liability provisions which are substantially identical to the indemnification and limitation of liability provisions of Article XVII of the By-laws of the Company, and such provisions shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors, officers and employees of the Company than pertain to such persons on the date hereof. Without limiting the generality of the foregoing, from the Effective Time Seller shall allow the Purchaser and for a MFI ongoing access during such period of six years after to the Effective TimeSeller's environmental audits and other information relating to environmental matters, Parent shallperiodic management reports, (i) indemnifycurrent accounts receivable aging reports, defend inventory reports, and hold harmless cash balance reports. The Seller shall allow the present Purchaser and former officersMFI to conduct further environmental audits if the Purchaser or MFI so request, directors, employees to be conducted at Purchaser's and agents of MFI's expense. The Seller shall also allow the Company Purchaser and its subsidiaries representatives ongoing access during such period to the Seller's Government Contract audits, both internal and of Purchaser (collectively, the "Indemnified Parties"), from and againstexternal, and pay other information relating to Government Contract compliance or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims, damages or liabilities resulting from third-party claims (and involving claims by or performance in the right areas of the Company) financial control or costs, including defective pricing, labor or socio-economic clause implementation, purchasing and including interestsubcontract selection or management, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under (A) applicable law, (B) the articles of incorporation or by-laws of the Company or Purchaser in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suitsecurity clearances, or (C) other Government Contract requirements, as well as any indemnification agreement between the Indemnified Party and the Company; and (ii) advance to allegation of violation or noncompliance with any Indemnified Parties expenses incurred in defending any action or suit with respect to such matterscontract provision, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's or Purchaser's articles of incorporation and by-laws in effect on the date hereof and subject to the terms of such articles of incorporation and by-laws; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under Section 8.2(a) shall provide notice to the Parent promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Parent (at its expense) to assume the defense of any claim or -27- 32 any litigation resulting therefrom; provided, however, that (i) counsel for the Parent who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (ii) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Parent of its indemnification obligation under this Agreement, except to the extent that such omission results in a failure of actual notice to the Parent, and the Parent is actually prejudiced as a result of such failure to give notice. In the event that the Parent does not accept the defense of any matter as above providedregulation, or counsel for the Indemnified Parties advises the Indemnified Parties in writing that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided, further, however, that the Parent shall not be responsible for the fees and expenses of more than one counsel for all of the Indemnified Parties. In any event, the Parent and the Indemnified Parties shall cooperate in the defense of any action or claimstatute. The Parent shall not, in the defense of any such claim or litigation, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. (c) This Section 8.2 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 8.2 and the benefits of Article XVII of the By-laws of the Company, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained in this Section 8.2. (d) If Parent or the Company, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person or persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Company assume all of the obligations of Parent or the Company, as the case may be, as set forth in this Section 8.2. (e) Parent Seller shall use commercially reasonable efforts for a period of six years after the Effective Time to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, including but not limited to the transactions contemplated by this Agreement, covering each person currently covered by the Company's existing officers' and directors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph (e), Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum the Company paid in 1997, and provided further that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such amount. SECTION 8.3. HSR ACT The Company and Parent shall use their best efforts to file as soon as practicable notifications under cause its independent public accountants, attorneys and other representatives to cooperate with the HSR Act Purchaser, MFI and their accountants, lenders, investors, agents and other representatives in connection with the Offer, the Merger and the transactions contemplated by this Agreement and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division right of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The Company and Parent agree to coordinate and, to the extent not inconsistent with their respective legal obligations, cooperate with each other in making all such filings and responses. SECTION 8.4access granted herein.