Common use of Access and Information Clause in Contracts

Access and Information. (i) Prior to and after the Closing, Seller shall (and shall cause its accountants, counsel, consultants, employees and agents to) give Buyer and its respective accountants, counsel, consultants, employees and agents, reasonable access during normal business hours to, and furnish them with all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records relating to the Business, as Buyer shall from time to time reasonably request. In addition, Seller shall permit Buyer, and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel of Seller during normal business hours as may be necessary to Buyer in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Business. (ii) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business.

Access and Information. 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 Affiliates shall be entitled, including through its and their Representatives, to make such investigation of the Transferred Assets, Assumed Liabilities and services to be provided pursuant to the Transition Services Agreement and the MNSA and such examination of the Records to the extent related thereto, and to receive such information, including financial information (including the information set forth on Schedule VI), as it reasonably requests and to 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. Any such investigation and examination shall be 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 their controlled Affiliates and Representatives to, cooperate with the 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 Sellers and shall use their reasonable best efforts to minimize any disruption to the 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 any such Third Party or access the properties of the Seller or its controlled Affiliates, in each case without Seller’s prior written consent. No investigation or notice under this Section 5.8 or otherwise shall (i) Prior alter any representation or warranty given hereunder by Sellers, any condition to and after the Closingobligations of the Parties under this Agreement or Buyer’s right to indemnification hereunder or (ii) modify any section of the Disclosure Schedules. Notwithstanding anything to the contrary set forth in this Section 5.8, Seller in no event shall (and shall cause its accountants, counsel, consultants, employees and agents to) give Buyer and its respective accountants, counsel, consultants, employees and agents, reasonable access during normal business hours to, and furnish them the Sellers be required to prepare any financial statements with all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records relating regard to the Business, as Buyer shall from time the Transferred Assets or the Assumed Liabilities, whether prior to time reasonably request. In addition, Seller shall permit Buyer, and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel of Seller during normal business hours as may be necessary to Buyer in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Business. (ii) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after following the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business.

Access and Information. From the Execution Date until the earlier of the Closing or the termination of this Agreement in accordance with Article XI, but subject to the other provisions of this Section 7.2 and obtaining any required Consents of Third Parties (i) Prior with respect to and after the Closingwhich Consents Seller shall use commercially reasonable efforts to obtain), Seller shall (shall, and in its capacity as owner of the Membership Interests Seller shall cause its accountantsthe Company and each Subsidiary to, counsel, consultants, employees and agents to(a) give afford to Buyer and its respective accountantsRepresentatives reasonable access, counselupon reasonable prior notice, consultants, employees and agents, reasonable access during normal business hours tohours, to the Records and (b) make available to Buyer and its Representatives, upon reasonable notice during normal business hours, Seller’s and its Affiliates’ personnel knowledgeable with respect to the Assets and the other assets of the Company and the Subsidiaries. Buyer shall not be permitted to conduct any physical inspection of the Assets except as, and furnish them with all documentsunder terms and conditions, recordsagreed to by Seller; provided, work papers however, that any request by Buyer for any such inspection shall not be unreasonably withheld, conditioned or delayed. All review and information with respect toinvestigations conducted by Buyer or any of its Representative shall be conducted at Buyer’s sole cost, all properties, assets, books, contracts, commitments, reports risk and records relating to the Business, as expense and any conclusions made from any examination done by Buyer or any of its Representative shall result from time to time reasonably requestBuyer’s own independent review and judgment. In addition, Seller the review and investigations of Buyer shall permit Buyer, and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel of Seller during normal not unreasonably interfere with the business hours as may be necessary to Buyer in its review of the properties, assets and business affairs Company or any Subsidiary or the safe commercial operations of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roofAssets. Buyer shall indemnify coordinate Buyer’s and its Representatives’ access rights (including with respect to Seller’s personnel) with Seller to minimize any inconvenience to or interruption of the conduct of business by Seller, the Company and the Subsidiaries. Buyer shall hold Seller harmless from in confidence all information reviewed and against any collected pursuant to this Section 7.2 on the terms and all costs and liabilities resulting from subject to the negligence or willful misconduct conditions contained in the Confidentiality Agreements. Notwithstanding anything to the contrary in this Section 7.2, Buyer shall have no right of any third party engaged by Buyer to perform such inspectionsaccess to, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to neither Seller and the Business. (ii) Buyer shall remain bound by the terms nor any of its existing Confidentiality Agreement with Seller, dated August 6, 1997 Affiliates shall have any obligation to provide any (1) information the "Confidentiality Agreement"), except that from and after the Closing: disclosure of which (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreementwould reasonably be expected to jeopardize any privilege available to Seller or its Affiliates, shall no longer include information concerning the Business and properties of the STS Division; (B) clause would cause Seller or its Affiliates to breach a confidentiality obligation (d) provided that Seller and its Affiliates shall use commercially reasonable efforts to obtain a waiver of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division such confidentiality obligation), or the Business; and (C) would result in a violation of Law, or (2) bids received from others in connection with the seventh transactions contemplated by this Agreement (or similar transactions) and eighth paragraphs of the Confidentiality Agreement shall cease information and analyses (including financial analyses) relating to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Businesssuch bids.

Access and Information. 4.1.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), AstraZeneca shall afford Horizon and its officers, employees, agents, attorneys, consultants, advisors and other representatives (collectively, “Representatives”), continued reasonable access to AstraZeneca employees to discuss the Product Business and full access to the books and records of AstraZeneca, to the extent maintained in connection with the Product Business, shall use its commercially reasonable efforts to provide to Horizon such information, books and records to the extent that they relate to the Product Business, as Horizon may reasonably request; provided, however, that AstraZeneca may restrict the foregoing access to the extent that in the reasonable judgment of AstraZeneca, any Law applicable to AstraZeneca, the Purchased Assets, the Product, the APA Licensed Intellectual Property, the Ex-US Licensed Patents, the Licensed Regulatory Documentation or the Product Business requires it to so restrict such access and AstraZeneca shall provide Horizon with a general description of the type of any such information withheld by AstraZeneca to the extent that AstraZeneca is permitted to do so; and provided, further, that such access shall not unreasonably disrupt AstraZeneca’s ordinary course operations. Notwithstanding anything to the contrary contained in this Agreement, AstraZeneca shall not be required to disclose any information or provide any such access if such disclosure or access could, in AstraZeneca’s reasonable judgment, (i) Prior to and after the Closingviolate (A) applicable Law, Seller shall including applicable antitrust Laws, or (and shall cause its accountants, counsel, consultants, employees and agents toB) give Buyer and its respective accountants, counsel, consultants, employees and agents, reasonable access during normal business hours to, and furnish them with all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records relating any binding agreement entered into prior to the BusinessExecution Date (including any confidentiality agreement to which AstraZeneca is a party), as Buyer shall from time to time reasonably request. In addition, Seller shall permit Buyer, and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel of Seller during normal business hours as may be necessary to Buyer in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Business. (ii) Buyer jeopardize any attorney/client privilege or other established legal privilege or (iii) disclose any trade secrets not included in the APA Licensed Intellectual Property or Purchased Assets; provided, that AstraZeneca shall remain bound provide Horizon with a general description of the type of any such information withheld by AstraZeneca to the terms extent that AstraZeneca is permitted to do so. 4.1.2 During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with Article 8, Horizon hereby agrees that neither it nor any of its existing Confidentiality Agreement Affiliates or Representatives is authorized to contact, and shall not contact, any licensor, licensee, competitor, supplier, distributor or customer of AstraZeneca with Sellerrespect to the Product, dated August 6the Purchased Assets, 1997 (the "Confidentiality APA Licensed Intellectual Property, the Ex-US Licensed Patents, the Licensed Regulatory Documentation, the Merck Patents, the Product Business, this Agreement"), except that from and the Ancillary Agreements or the transactions contemplated hereby or thereby, without the prior written consent of AstraZeneca, which consent may be withheld in AstraZeneca’s sole discretion. Notwithstanding the foregoing, after the Closing: Execution Date Horizon shall be permitted to engage in discussions and negotiations with (Ai) Pozen, (ii) any Third Party that is providing any services to AstraZeneca or any of its Affiliates with respect to the terms "Evaluation Material" study entitled [...***...] or (iii) Patheon Inc., Patheon Pharmaceuticals Inc., [...***...] and "Notes" as defined and used [...***...] with respect to the Manufacture or Product on behalf of Horizon solely for Exploitation in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the BusinessHorizon Territory.

Access and Information. (ia) Prior to During the period commencing on the Agreement Date and after ending at the ClosingTransfer Time, Seller shall (Merck Serono shall, and shall cause its accountantsAffiliates to, counselupon reasonable prior notice and at reasonable hours, afford BioMarin and its officers, employees, agents, attorneys, consultants, employees advisors and agents to) give Buyer other representatives (collectively, “Representatives”), continued reasonable access to Merck Serono’s and its respective accountantsAffiliates’ employees to discuss the Products and access to the properties, counselContracts, consultantsbooks and records (excluding Tax records and Tax Returns) of Merck Serono and its Affiliates, employees to the extent related to the Products, and agentsduring such period, shall use its commercially reasonable efforts to provide to BioMarin such Contracts, information, books and records to the extent that they relate to the Products, as BioMarin may reasonably request, provided, that such access shall not unreasonably disrupt Merck Serono’s ordinary course operations. Notwithstanding anything to the contrary contained in this Agreement, Merck Serono shall not be required to disclose any information or provide any such access if such disclosure or access would [*] (i) violate Law, (ii) violate the provisions of a binding agreement entered into prior to the Agreement Date (including any confidentiality agreement to which Merck Serono is a party), provided, that Merck Serono shall use commercially reasonable efforts to obtain the consent of any such Third Party to such disclosure, (iii) result in the waiver of any attorney/client privilege or other established legal privilege or (iv) disclose any trade secrets not included in the Transferred Intellectual Property. If any material is withheld by Merck Serono pursuant to the immediately preceding sentence, Merck Serono shall inform BioMarin as to the general nature of what is being withheld and the basis for withholding such material. (b) For a period of [*] following the Transfer Time, Merck Serono shall, and shall cause its Affiliates to, permit BioMarin and its representatives to have reasonable access and duplicating rights during normal business hours tohours, and furnish them with all documentsupon reasonable prior notice to Merck Serono or its Affiliates, recordsas applicable, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports to the books and records of Merck Serono and its Affiliates to the extent relating to the BusinessTransferred Assets or the Products, and to the extent such access may reasonably be required: (i) in connection with the preparation of BioMarin’s accounting records, financial reporting or with any audits, (ii) in connection with the preparation of any BioMarin Tax Returns or with any BioMarin Tax audits, (iii) in connection with any Proceeding or investigation relating to the Transferred Assets or the Products, (iv) any inspection of BioMarin’s or its Affiliates’ facilities by a Governmental Body or (v) in connection with any required regulatory filing or reporting obligation or governmental inquiry relating to the Transferred Assets or the Products; provided, that BioMarin shall reimburse Merck Serono or its Affiliates, as Buyer shall from time to time reasonably applicable, for all reasonable and necessary out-of-pocket costs and expenses, as well as its internal personnel costs at the FTE Rate, in each case incurred by Merck Serono or its Affiliates in connection with any such request. In addition, Seller shall permit BuyerMerck Serono may redact any information that does not relate to the Transferred Assets or the Products, and any access of BioMarin or its accountants, counsel, consultants, employees and agents, reasonable access representatives pursuant to such personnel of Seller during normal business hours as may be necessary to Buyer in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections this Section 6.01(b) shall be conducted in a manner as not to unreasonably interfere with the operation of Merck Serono or its Affiliates. In addition to the foregoing, as reasonably requested by BioMarin during times reasonably convenient to Seller the period commencing on the Agreement Date and ending 75 days after the Business. (ii) Buyer shall remain bound by the terms Transfer Time, in connection with BioMarin’s preparation of its existing Confidentiality Agreement with Sellerpro forma financial statements required by Form 8-K, dated August 6, 1997 (the "Confidentiality Agreement"), except that from Merck Serono shall provide BioMarin and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate its Affiliates reasonable assistance related to the STS Division or the Business; Transferred Assets and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease Products as reasonably necessary for BioMarin to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Businessprepare such financial statements.

Access and Information. (ia) Prior After the date hereof and prior to the Closing Date, Sellers shall permit Buyer and after its authorized representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to the Closingproperties, Seller shall inventory (as individually packaged, but not the contents of such packages), Contracts, books and shall cause its accountantsrecords of the Companies, including to all batch records for inventory of finished products held by each Company, and to the officers and operating level employees, auditors, investment bankers, counsel, consultantsenvironmental consultants and other representatives of the Companies, employees and agents to) give Buyer and its respective accountants, counsel, consultants, employees and agents, reasonable access during normal business hours to, and furnish them with all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records relating to the Businessin each case, as Buyer shall from time to time reasonably request; provided, however, that any such access shall be permitted (after consultation with the senior management of the Companies) in such a manner as would not reasonably be expected to interfere with the operation of the JRH Business; provided, further, that Buyer shall reimburse Sellers promptly for all reasonable out-of-pocket costs and expenses incurred by Sellers or the Companies in complying with any such request by or on behalf of Buyer. In additionNotwithstanding the foregoing, Seller shall permit Buyer, and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel of Seller during normal business hours as may be necessary Sellers need not disclose to Buyer or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which a Seller or any of its review Affiliates is a party. (b) After the date hereof and prior to the Closing Date, Buyer shall not undertake intrusive environmental sampling on any of the propertiesReal Property without the prior written consent of Sellers, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents which shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roofnot be unreasonably withheld. Buyer shall indemnify and hold harmless Sellers from any property damage, loss, cost or expense arising out of the conduct of any such investigations; provided, however, that with regard to any such pre-Closing samplings or investigations, Buyer shall have no indemnity obligations to the extent any such property damage, loss, cost or expense is caused by the acts or omissions of any Seller harmless from or Company and against Buyer shall not be responsible for any Hazardous Substance which Buyer did not bring onto the Real Property, nor for any and all costs subsequent releases thereof or violations of Laws resulting therefrom. Further, after the date hereof and liabilities resulting from prior to the negligence or willful misconduct of any third party engaged by Buyer to perform such inspectionsClosing Date, and Buyer shall return not contact any Governmental Entity regarding the Real Property status of the Companies’ compliance with any Laws without providing Sellers with prior written notice of its intent to substantially contact each such Governmental Entity and providing Sellers with the same condition as before reasonable opportunity to participate in any such inspections. Inspections meeting or discussion and without obtaining the prior written consent of CSL, which shall not be conducted during times reasonably convenient to Seller and the Businessunreasonably withheld. (iic) All Confidential Information provided or obtained pursuant to Section 5.6(a) shall be held by Buyer shall remain bound by in accordance with and subject to the terms of its existing the Confidentiality Agreement with SellerDeed, dated August 64, 1997 2004, by Buyer in favor of CSL (the "“Confidentiality Agreement"”). (d) Following the Closing, for so long as such information is retained by Buyer, or any of the Companies (which shall be for a period of at least seven (7) years), except Buyer shall permit Sellers and their authorized representatives to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Buyer, to the books, records and personnel relating to the JRH Business prior to the Closing Date, to the extent that from such access may be reasonably required in connection with (i) the preparation of Sellers’ Tax Returns or accounting records or with any audits, (ii) any suit, claim, action, proceeding or investigation relating to the JRH Business, (iii) any regulatory filing or matter, or (iv) any other valid legal or business purpose of the Sellers related to this Agreement and the transactions contemplated hereunder; provided, that Sellers shall reimburse Buyer promptly for all reasonable out-of-pocket costs and expenses incurred by Buyer, or the Companies in connection with any such request. The Sellers shall be permitted to retain duplicate copies of records relating to Taxes, including Tax Returns and such other documents that would be helpful or necessary to refer to in connection with any Tax audit by the IRS or another Tax authority (including, without limitation, the relevant tax authorities in Australia and the UK). (e) Following the Closing, Buyer shall, and shall instruct its and the Companies’ employees to, at Sellers’ request, cooperate with Sellers as may be reasonably required in connection with the investigation and defense of any suit, claim, action, proceeding or investigation relating to the JRH Business that is brought against any Seller or any of its respective Affiliates at any time after the Closing: (A) the terms "Evaluation Material" ; provided, however, that Sellers shall reimburse Buyer promptly for all reasonable out-of-pocket costs and "Notes" as defined and used in the Confidentiality Agreementexpenses incurred by Buyer, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have Companies in connection with any further force and effect insofar as the provisions thereof relate to the STS Division or the Businesssuch request.

Access and Information. (ia) Prior to and after From the date of this Agreement until the Closing, subject to any applicable Laws, Seller shall (and shall cause its accountants, counsel, consultants, employees and agents to) give afford Buyer and its respective accountantsrepresentatives access, counsel, consultants, employees and agents, reasonable access during normal regular business hours toand upon reasonable advance written notice, and furnish them with all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records relating to the Transferred Business, including the Transferred Books and Records, as Buyer shall from time to time reasonably requestrequest in writing; it being understood that in no event shall Buyer have access to (i) any information that (x) Seller’s counsel advises (after consultation in good faith with Buyer’s counsel) that sharing such information would create any potential Liability under applicable Laws, including U.S. Antitrust Laws, (y) in the reasonable judgment of Seller would violate any obligation of Seller or any of its Subsidiaries with respect to disclosure of information or confidentiality or destroy any legal privilege of Seller or any of its Subsidiaries (if, with respect to confidentiality, Seller has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality), provided that Seller shall in good faith use its reasonable best efforts to provide such information in a manner and form that would not violate any such obligation with respect to disclosure of information or confidentiality or destroy any such legal privilege, or (z) that constitutes Customer Proprietary Network Information (other than as permitted by the rules and regulations of the FCC) or (ii) accountants’ work papers; and it being further understood that Buyer shall reimburse Seller promptly for reasonable out-of-pocket costs and expenses incurred by Seller or any of its Subsidiaries in complying with any such request by or on behalf of Buyer; provided further that in the case of competitively sensitive information, Seller and Buyer shall agree upon mutually acceptable “clean team” procedures with respect to such information. In additionAll information received by Buyer or its representatives pursuant to this Section 6.1 shall be governed by the terms of the Confidentiality Agreement. (i) Seller shall, at its own expense, make and be responsible for any notifications and filings by virtue of the transactions set forth herein and contemplated hereby, required by any Governmental Entity prior to Closing under the Connecticut Property Transfer Law, §§ 22a-134 – 22a-134e (the “CPTL”) for any Transferred Real Property or any Transferred Lease Real Property, or the business or operations thereat or therefrom. From and after Closing, Buyer shall, at its own expense, be responsible for all remaining CPTL obligations including any notifications, filings, investigations or other actions or obligations, and Seller shall provide to Buyer all documentation relevant to or necessary to complete any such matter, and shall cooperate fully with Buyer and any Governmental Entity for purposes of completing any such matter. Seller’s and Buyer’s obligations hereunder shall survive the Closing until all applicable and appropriate governmental notifications, approvals and closure with respect to all such matters are completed and obtained. For avoidance of doubt, nothing in this Section 6.1(b)(i) shall affect any claims Buyer may have under Article VIII, including with respect to any matters arising under Section 4.13. (ii) As soon as practicable, but in no event later than ninety (90) days after the date of this Agreement, Seller shall permit Buyer, and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel of Seller during normal business hours as may be necessary provide to Buyer in its review a full listing of the properties, assets all Transferred Real Property and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Transferred Leased Real Property, including physical inspection and any other locations for which Seller or the Transferred Companies have or may have liability under the CPTL, as well as a full listing of all such properties that are not subject to the CPTL for purposes of this provision. With respect to any properties that are not subject to the CPTL, Buyer may, at its own expense, through itself or its employees, representatives, engineers, consultants or agents, may, during regular business hours and upon reasonable prior notice, and with prior permission and reasonable cooperation of Seller (which permission shall not be unreasonably withheld) enter into or upon all or any portion of such Transferred Real Property or Transferred Leased Real Property, in order to conduct ASTM 1527 Phase I environmental site assessments to investigate and assess, the environmental condition of such properties or the business of the surface Transferred Business (the “Environmental Investigation”). Seller shall, and subshall cause its Subsidiaries to, cooperate with Buyer in conducting any Environmental Investigation, shall allow Buyer all access as reasonably required or necessary to such properties and information to conduct any Environmental Investigation, and shall within sixty (60) days after the date of this Agreement provide Buyer with copies of any pre-surface land and all improvements and the major components thereofexisting environmental materials, including heatingprior reports, plumbingplans, air conditioningresults of investigations in Seller's, electrical equipment and wiring and roofany of its Subsidiaries' or the Transferred Companies' possession or reasonable control prior to or at the time of any such Environmental Investigation. Buyer shall indemnify and hold harmless the Seller harmless from Indemnified Parties (which for this purpose shall include the Transferred Companies) in respect of any direct and against any and all costs and liabilities actual property damage resulting from the negligence Buyer's Environmental Investigation, excluding, however, any pre-existing conditions, or willful misconduct any contamination, pollution or violations of Environmental Law revealed by or discovered as a result of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the BusinessEnvironmental Investigation. (c) Following the Closing, upon the request of the other party, Buyer and Seller shall, to the extent permitted by Law, make available to the requesting party and its representatives (for inspection and copying) all financial, Tax and other information pertaining to the Transferred Business or the operation or ownership of the Transferred Business and its assets and liabilities, Transferred Assets, Assumed Liabilities, Excluded Assets, Excluded Liabilities and the Business Employees reasonably requested in connection with (i) any audit or other investigation by any Taxing authority or any required returns, responses to inquiries, reports or submissions to Governmental Entities (including reports filed with the SEC, any consolidated financial or statutory reporting obligations and any Tax Returns or replies to the Tax inquiries of Seller or its Subsidiaries) with respect to the ILEC Services, the Transferred Companies, the Transferred Assets, the Assumed Liabilities or the Excluded Liabilities related to periods prior to the Closing; provided, however, that Seller shall have no obligation to provide copies of any Consolidated Tax Return or (ii) any matters relating to insurance coverage, third-party litigation, claims, proceedings and investigations pertaining to the Transferred Companies, the Transferred Assets, the Transferred Business, the ILEC Services or the Assumed Liabilities or Excluded Liabilities, as applicable, in each case with respect to periods prior to the Closing. Without limiting the generality of the foregoing, Buyer shall remain bound by the terms of comply with its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"obligations under Section 6.5(i), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause . (d) As promptly as reasonably practicable following the Closing Date, Seller will transfer, or cause to be transferred, to the Transferred Companies the Transferred Books and Records. Notwithstanding Section 2.1(a), the following Transferred Books and Records shall not be transferred to the Transferred Companies: (i) Transferred Books and Records which are integrated into the Books and Records of any member of Seller Group (the “Integrated Records”) unless requested by Buyer and Buyer reimburses Seller for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with segregating any such Integrated Records, (ii) Transferred Books and Records which relate to any aspect of the second paragraph ILEC Services for which services are, or will be, provided under the Ancillary Documents (the “Transition Records”), in which case such Transition Records will be transferred to the Transferred Companies from time to time, following the termination of the Confidentiality Agreement shall cease applicable services, unless such Transition Records would not otherwise be required to have any further force be delivered pursuant to this Section 6.1(d) (excluding anything contained in this clause (ii)), and effect insofar as the provisions thereof relate (iii) Transferred Books and Records which are obsolete or otherwise only of historical significance (and not material to the STS Division or Transferred Business) and archived with a third party in accordance with Seller’s record retention policies (the “Archived Records”), unless Buyer reimburses Seller for all reasonable out-of-pocket costs and expenses incurred by Seller in connection with providing any such Archived Records. (e) Seller will provide the Transferred Companies with reasonable access to (i) the Transition Records after Closing at the time, and from time to time during the period, provided in the Ancillary Documents and (ii) the Integrated Records and the Archived Records for a period of five (5) years following the Closing Date to the extent such records are reasonably available to Seller; it being understood that (x) the foregoing shall not require any member of the Seller Group to retain such records except in accordance with Seller’s ordinary business practices in place from time to time; (y) Seller may redact information from such records to the extent reasonably necessary to protect the confidential and proprietary information of Seller and its Affiliates that is unrelated to the Transferred Business; and (Cz) the seventh Buyer shall reimburse Seller for all reasonable out-of-pocket costs and eighth paragraphs of the Confidentiality Agreement shall cease to have expenses incurred by Seller in connection with providing any further force and effect insofar as the provisions thereof relate to the STS Division or the Businesssuch records.

Access and Information. (ia) Prior to During the period commencing on the Agreement Date and after ending at the ClosingTransfer Time, Seller shall (Merck Serono shall, and shall cause its accountantsAffiliates to, counselupon reasonable prior notice and at reasonable hours, afford BioMarin and its officers, employees, agents, attorneys, consultants, employees advisors and agents to) give Buyer other representatives (collectively, “Representatives”), continued reasonable access to Merck Serono’s and its respective accountantsAffiliates’ employees to discuss the Products and access to the properties, counselContracts, consultantsbooks and records (excluding Tax records and Tax Returns) of Merck Serono and its Affiliates, employees to the extent related to the Products, and agentsduring such period, shall use its commercially reasonable efforts to provide to BioMarin such Contracts, information, books and records to the extent that they relate to the Products, as BioMarin may reasonably request, provided, that such access shall not unreasonably disrupt Merck Serono’s ordinary course operations. Notwithstanding anything to the contrary contained in this Agreement, Merck Serono shall not be required to disclose any information or provide any such access if such disclosure or access would[*] (i) violate Law, (ii) violate the provisions of a binding agreement entered into prior to the Agreement Date (including any confidentiality agreement to which Merck Serono is a party), provided, that Merck Serono shall use commercially reasonable efforts to obtain the consent of any such Third Party to such disclosure, (iii) result in the waiver of any attorney/client privilege or other established legal privilege or (iv) disclose any trade secrets not included in the Transferred Intellectual Property. If any material is withheld by Merck Serono pursuant to the immediately preceding sentence, Merck Serono shall inform BioMarin as to the general nature of what is being withheld and the basis for withholding such material. (b) For a period of [*] following the License Termination Date, Merck Serono shall, and shall cause its Affiliates to, permit BioMarin and its representatives to have reasonable access and duplicating rights during normal business hours tohours, and furnish them with all documentsupon reasonable prior notice to Merck Serono or its Affiliates, recordsas applicable, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports to the books and records of Merck Serono and its Affiliates to the extent relating to the BusinessTransferred Assets or the Products, and to the extent such access may reasonably be required: (i) in connection with the preparation of BioMarin’s accounting records, financial reporting or with any audits, (ii) in connection with the preparation of any BioMarin Tax Returns or with any BioMarin Tax audits, (iii) in connection with any Proceeding or investigation relating to the Transferred Assets or the Products, (iv) any inspection of BioMarin’s or its Affiliates’ facilities by a Governmental Body or (v) in connection with any required regulatory filing or reporting obligation or governmental inquiry relating to the Transferred Assets or the Products; provided, that BioMarin shall reimburse Merck Serono or its Affiliates, as Buyer shall from time to time reasonably applicable, for all reasonable and necessary out-of-pocket costs and expenses, as well as its internal personnel costs at the FTE Rate, in each case incurred by Merck Serono or its Affiliates in connection with any such request. In addition, Seller shall permit BuyerMerck Serono may redact any information that does not relate to the Transferred Assets or the Products, and any access of BioMarin or its accountants, counsel, consultants, employees and agents, reasonable access representatives pursuant to such personnel of Seller during normal business hours as may be necessary to Buyer in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections this Section 6.01(b) shall be conducted in a manner as not to unreasonably interfere with the operation of Merck Serono or its Affiliates. In addition to the foregoing, as reasonably requested by BioMarin during times reasonably convenient to Seller the period commencing on the Agreement Date and ending 75 days after the Business. (ii) Buyer shall remain bound by the terms License Termination Date, in connection with BioMarin’s preparation of its existing Confidentiality Agreement with Sellerpro forma financial statements required by Form 8-K, dated August 6, 1997 (the "Confidentiality Agreement"), except that from Merck Serono shall provide BioMarin and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate its Affiliates reasonable assistance related to the STS Division or the Business; Transferred Assets and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease Products as reasonably necessary for BioMarin to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Businessprepare such financial statements.

Access and Information. (ia) Prior From the date hereof to and after the ClosingEffective Time, Seller shall (the Company shall, and shall cause the Company Subsidiaries to, afford to Acquiror and its officers, employees, accountants, counsel, consultants, employees and agents to) give Buyer and its respective accountants, legal counsel, consultantsfinancing sources and other representatives, employees and agentsupon reasonable prior notice, reasonable access during normal business hours toto (i) the management and key employees of the Company and Company Subsidiaries and (ii) all information concerning the business, and furnish them with all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitmentsrecords and personnel of the Company and the Company Subsidiaries as Acquiror may reasonably request to conduct such examination and investigation of the business and business assets as is reasonably necessary for the purpose of consummating the transactions contemplated by this Agreement (including any financing transactions of Acquiror with respect to the transactions contemplated by this Agreement). (b) Following the Effective Time, reports for so long as such information is retained by the Acquiror or the Surviving Corporation (which shall be for a period of at least five (5) years), subject to non-disclosure obligations in confidentiality agreements, attorney client privilege and other similar privileges and disclosure restrictions imposed by Law, Acquiror shall permit Providence Equity Partners, Inc. and its Affiliates and representatives (collectively, the “PEP Parties”) to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Acquiror, to the books, records and personnel relating to the Businessbusiness of the Company, to the extent that such access may be reasonably required in connection with (i) the preparation of any Company Stockholder’s or Optionholder’s Tax returns or with any audit thereof, (ii) any suit, claim, action, proceeding or investigation relating to the operation of the business of the Company and the Company Subsidiaries prior to the Effective Time or (iii) any regulatory filing or matter, provided, that any such PEP Parties shall reimburse Acquiror or the Surviving Corporation promptly for all reasonable out-of-pocket costs and expenses incurred by Acquiror or the Surviving Corporation in connection with any such request. Acquiror and the Surviving Corporation, as Buyer applicable, shall from time attempt in good faith to time reasonably request. In additionmaintain such books and records in an easily accessible format and at accessible locations. (c) Following the Effective Time, Seller shall permit BuyerAcquiror shall, and shall instruct its accountantsand the Surviving Corporation’s employees to, counselat any Company Stockholder’s or Optionholder’s reasonable request, consultants, employees and agents, reasonable access to cooperate with such personnel of Seller during normal business hours Company Stockholder or Optionholder as may be necessary reasonably required in connection with the investigation and defense of any suit, claim, action, proceeding or investigation relating to Buyer in its review the business of the propertiesCompany that is brought against such Company Stockholder or Optionholder or any of its Affiliates at any time after the Effective Time; provided, assets and business affairs of however, that such Company Stockholder or Optionholder shall reimburse Acquiror or the Business and the aboveSurviving Corporation promptly for all reasonable out-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and subof-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all pocket costs and liabilities resulting from the negligence or willful misconduct of any third party engaged expenses incurred by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Business. (ii) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division Acquiror or the Business; Surviving Corporation in connection with any such request and (C) neither the seventh and eighth paragraphs of Acquiror nor the Confidentiality Agreement shall cease Surviving Corporation will be required to have take any further force and effect insofar as the provisions thereof relate to the STS Division or the Businesssuch action unless it has received reasonable assurance that such reimbursement will be paid.

Access and Information. (i) Prior Upon reasonable prior notice and subject to applicable Law, from the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and after the ClosingEffective Time, Seller shall (the Company shall, and shall cause its accountantsthe Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries to, counsel, consultants, employees and agents to) give Buyer afford to Gannett and its respective accountants, counsel, consultants, employees and agents, Representatives reasonable access during normal business hours toand without undue disruption of normal business activity, during the period prior to the earlier of the Effective Time and furnish them with the termination of this Agreement to all documentsof its books, records, work papers properties, premises and personnel and all other financial, operating and other data and information with respect to, all properties, assets, books, contracts, commitments, reports and records relating to regarding the Business, Company or any of the Company Subsidiaries as Buyer shall from time to time Gannett may reasonably request. In additionNotwithstanding the foregoing, Seller the Company and the Company Subsidiaries shall permit Buyernot be obligated to provide access to any information that, and in the reasonable judgment of the Company, (a) would result in the loss of attorney-client privilege with respect to such information (provided, that the Company shall use its accountantscommercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege), (b) would result in a breach of any Contract to which the Company or any of the Company Subsidiaries is a party (except for Contracts that must be disclosed for the Company to comply with its obligations hereunder), or (c) the disclosure of which, after the Company’s consultation with counsel, consultantswould violate any applicable Law; provided, employees and agents, reasonable that the Company shall provide access to such personnel information to the maximum extent that disclosure would not result in the events described in clauses (a) through (c), and, upon Gannett’s written request, the Company shall use reasonable efforts to obtain a waiver in respect of Seller during normal business hours as may information subject to clause (b). All information provided pursuant to this Section 6.1 shall be necessary subject to Buyer in its review the terms of the properties, assets and business affairs of the Business letter agreement between Gannett and the above-mentioned documentsCompany, records dated November 28, 2012 (the “Nondisclosure Agreement”), to the extent such information constitutes “Company Evaluation Materials” as defined therein; provided, this Agreement shall amend the Nondisclosure Agreement to (i) permit use and information. Buyer disclosure of Company Evaluation Materials in connection with the parties’ obligations under Section 6.5 and Buyer's agents shall have in connection with any Legal Proceeding in respect of this Agreement, the rightRestructuring Agreements or the transactions contemplated hereby or thereby, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Business. (ii) Buyer shall remain bound by the terms permit disclosure of its existing Confidentiality Agreement Company Evaluation Materials in compliance with SellerSection 6.6, dated August 6, 1997 (the "Confidentiality Agreement"), except that from iii) delete clauses (i) and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (dii) of the second first paragraph of page 3 and the Confidentiality Agreement carry-over paragraph at the top of page 3 of the Nondisclosure Agreement, and (iv) provide that the obligations of Gannett thereunder terminate as of the Effective Time. No investigation pursuant to this Section 6.1 shall cease to have affect any further force and effect insofar as representations or warranties made herein, rights of the provisions thereof relate respective parties hereunder or the conditions to the STS Division or the Business; and (C) the seventh and eighth paragraphs obligations of the Confidentiality Agreement respective parties to consummate the Merger and the other transactions contemplated by this Agreement. Gannett shall cease schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Gannett or its Representatives intend to have any further force and effect insofar conduct or review, as the provisions thereof relate to the STS Division or the Businessapplicable.

Access and Information. (ia) Prior Subject to the provisions of Section 18.15 and upon reasonable notice, Seller shall grant, or cause to be granted, to Buyer and its Representatives access during normal business hours throughout the Interim Period to the Refinery Books and Records and other information relating to the Operations of the Assets (subject to any confidentiality agreements, applicable legal restrictions and any applicable legal privileges). During the Interim Period, Seller shall use commercially reasonable efforts to furnish, or cause to be furnished, to Buyer and its Representatives all data and information concerning the Assets and concerning Operations of the Assets that may reasonably be requested by Buyer and shall use all commercially reasonable efforts to make available, or cause to be made available, such personnel of the Seller Companies as may reasonably be requested. 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 respective Affiliates relating to (a) a Seller Company’s or its Affiliate’s inter-company or intra-company feedstock and product pricing information, internal transfer prices, hedging activity records and internal hydrocarbon inventory valuation procedures and records or (b) the negotiation or execution of this Agreement. (b) From and after the ClosingEffective Time, Seller shall (will, and shall will cause its accountantsAffiliates to, counsel, consultants, employees and agents to) give afford to Buyer and its respective accountants, counsel, consultants, employees and agents, Representatives reasonable access during normal business hours tohours, upon reasonable notice (and under such commercially reasonable conditions as Seller may request and to avoid interference with the normal conduct of its business), to personnel and to such properties and records that were not transferred to Buyer and, if requested, will furnish to Buyer such additional information (at Buyer’s expense, to the extent provision of such data has accompanying external cost to Seller, and furnish them with all documentsas reasonably feasible, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records relating to the Businessextent the provision of such data requires extrapolation from applications/electronic storage or licenses from third parties) and reasonably cooperate with Buyer in such other respects, including the making of employees available to Buyer at Buyer’s expense as witnesses or deponents as Buyer may reasonably request that are necessary for (i) reporting, disclosure, filing, or other requirements imposed on Buyer (including under applicable securities laws) by a Governmental Authority having jurisdiction over Buyer, (ii) tax or similar audit, accounting, regulatory or similar purposes, (iii) purposes of investigating claims, or conducting litigation or administrative proceedings with third parties or Governmental Authorities or (iv) as necessary for Buyer to comply with its obligations under this Agreement; provided that (x) Buyer shall indemnify, defend and hold the Seller Indemnified Parties harmless (subject to Article XIII) for all Losses to the extent caused by, arising from time or related to time reasonably request. In additionthe acts or omissions of Buyer and its Representatives from such access, (y) to the extent that Seller considers any of the information to be provided to Buyer confidential or proprietary, then Seller and Buyer shall enter into a customary confidentiality agreement for protection of such information, and (z) for the avoidance of doubt, Seller shall permit Buyerbe entitled to exclude or redact any information from that to be provided to Buyer pursuant to this clause to the extent such information is unrelated to the Assets, relates to the negotiation of this Agreement, or is covered by one of the exclusions in the definition of “Refinery Books and Records”. Seller will, and will cause its accountantsAffiliates to, counselkeep and maintain the records to which Buyer or its representatives may request access pursuant to this Section 6.01(b), consultants, employees such records to be maintained for a period of ten (10) years from the Closing Date in the case of environmental records and agents, reasonable access to five (5) years for all other records Sale and Purchase Agreement or such personnel of Seller during normal business hours longer period as may be necessary required of Seller by Applicable Laws or HSE Laws, provided that if Seller desires to destroy or dispose of such records during such period Seller will first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to Buyer and if Buyer does not accept such offer within twenty (20) days after receipt of such offer, then Seller may take such action. No access or review of such records by Buyer pursuant to this Section 6.01(b) or otherwise shall affect the Seller’s representations and warranties pursuant to this Agreement or the remedies of Buyer for breaches of the representations and warranties. In the event Seller determines in its review good faith opinion that any such provision of access, information or cooperation described above would reasonably be expected to violate any Applicable Law or contract or result in the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence forfeiture or willful misconduct waiver of any third party engaged by Buyer to perform such inspectionsattorney-client privilege, Seller and Buyer shall return take all commercially reasonable measures to permit the Real Property compliance with such obligations in a manner that would not reasonably be expected to substantially the same condition as before result in such inspections. Inspections shall harm or consequence but Seller will not be conducted during times reasonably convenient required to Seller and the Businessprovide any such access, information or cooperation that would violate any Applicable Law or contract or waive or forfeit any such privilege. (ii) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business.

Access and Information. (ia) Prior From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to and after the Closingits terms, Seller shall (subject to compliance with applicable Laws, upon reasonable notice, Company shall, and shall cause its accountantsSubsidiaries to, counselafford Acquiror and its officers, directors, employees, consultants, employees representatives and agents to) give Buyer and its respective accountants, counsel, consultants, employees and other agents, including investment bankers, attorneys, accountants and other advisors and consultants (collectively, “Representatives”), reasonable access access, during normal business hours toprior to the Effective Time, to the officers, employees, properties, books and records of Company and its Subsidiaries so that they may have the opportunity to make such investigations of the business and affairs of Company and its Subsidiaries as they reasonably desire; provided that no intrusive environmental investigation shall be performed without the Company’s prior written consent. Company and its Subsidiaries shall cause their officers and employees, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such additional financial and operating data and other information, and furnish them respond to such inquiries, as Acquiror reasonably requests from time to time. (b) Company shall provide Acquiror with prompt written notice of any material change in its business or affairs or in the business or affairs of any of its Subsidiaries and of any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) by Governmental Entities, or the institution or, to its knowledge, the threat of material litigation (including all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records litigation relating to the Business, as Buyer shall from time to time reasonably request. In addition, Seller shall permit Buyertransactions contemplated hereby), and its accountants, counsel, consultants, employees and agents, reasonable access to shall keep Acquiror fully informed of such personnel of Seller during normal business hours as may be necessary to Buyer in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Businessevents. (c) Notwithstanding the foregoing, neither Company nor any of its Subsidiaries shall be required to provide access to or to disclose (i) information that it, acting reasonably, believes (after receiving the advice of outside counsel), if provided, would adversely affect its ability (or the ability of any of Subsidiaries) to assert attorney-client or attorney work product privilege or a similar privilege and (ii) Buyer shall remain bound by information that, in the terms reasonable opinion of its existing Confidentiality Agreement with Sellerlegal counsel, dated August 6, 1997 (the "Confidentiality Agreement"), except would result in a violation of any applicable Law or Order; provided that from Company shall use all reasonable best efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Acquiror and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause Company. (d) No investigation made by Acquiror and its Representatives shall affect the representations and warranties of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the BusinessCompany in this Agreement.

Access and Information. From the Effective Date through the Closing Date, Purchaser shall be entitled, through its officers, employees, consultants and Representatives (i) Prior including, without limitation, its legal advisors and accountants), to make such investigation of the properties, businesses and after operations of the ClosingBusiness, including the conduct of environmental assessments of the Real Property and title checks, and such examination of the books and records of the Business, the Purchased Assets and the Assumed Liabilities as it reasonably requests and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted upon reasonable advance notice and under reasonable circumstances and reasonable business hours and, with respect to Purchased Assets operated by third parties, shall be subject to the consent of such third party operators, which consent Seller shall (use commercially reasonable efforts to obtain. The Sellers shall direct and shall use their commercially reasonable efforts to cause its accountantsthe other Seller Entities, counselthe Joint Venture and their respective officers, employees, consultants, employees and agents to) give Buyer and its respective agents, accountants, counselattorneys and other Representatives to cooperate with Purchaser and Purchaser’s Representatives in connection with such investigation and examination. No investigation by Purchaser or its Representatives prior to or after the Effective Date shall affect or be deemed to modify any of the representations, consultantswarranties, employees and agentscovenants or agreements of the Sellers contained in this Agreement. From the Effective Date through the Closing Date, reasonable access during normal business hours tothe Sellers shall promptly deliver or make available to Purchaser all material pleadings, and furnish them with all documentsmotions, recordsnotices, work papers and information with respect tostatements, all propertiesschedules, assets, books, contracts, commitmentsapplications, reports and records relating other papers filed in any other judicial or administrative proceeding related to the Business, as Buyer shall from time to time reasonably requestthe Purchased Assets and the transactions contemplated by this Agreement. In addition, Seller shall permit BuyerIt is understood that if a third-party operator, and its accountantsnot any Seller, counselcontrols access to any of the Real Property or other property that constitute Purchased Assets, consultants, employees and agents, the Sellers shall use their commercially reasonable efforts to cause such operator(s) to permit Purchaser to have access to such personnel of Seller during normal business hours as may be necessary to Buyer in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the BusinessPurchased Assets. (ii) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business.

Access and Information. (ia) Prior From the Execution Date until the earlier of the Closing or the termination of this Agreement in accordance with Article X, but subject to the other provisions of this Section 6.2 and after the Closingobtaining any required Consents of Third Parties (with respect to which consents Sellers shall use commercially reasonable efforts to obtain), Seller Sellers shall (and shall cause its accountants, counsel, consultants, employees and agents to) give afford to Buyer and its respective accountantsRepresentatives reasonable access, counsel, consultants, employees and agents, reasonable access during normal business hours tohours, and furnish them with all documents, records, work papers and information with respect topermit same to conduct a reasonable inspection of, all of the offices, facilities, properties, assets, inventories, and non-privileged books, contractsrecords, commitmentsand documents of Sellers, reports and records will use their commercially reasonable efforts to furnish Buyer with such additional financial and operating data and other information relating to the Business, the Assumed Liabilities and the Assets as Buyer shall may from time to time reasonably request, including providing access to any physical or virtual data room and any other access or information provided to any other potential bidder. In addition, Seller Sellers shall permit Buyer, also make available to Buyer and its accountantsRepresentatives, counsel, consultants, employees and agents, upon reasonable access to such personnel of Seller notice during normal business hours hours, Sellers’ personnel knowledgeable with respect to the Assets in order that Buyer may make such diligence investigation as may Buyer considers reasonably necessary or appropriate. All investigations and due diligence conducted by Buyer or any of its Representatives shall be necessary 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 Buyer in its review Sellers’ personnel) and physical inspections of the properties, assets Assets with Sellers and business affairs their Representatives to minimize any inconvenience to or interruption of the Business conduct of business by Sellers, and the above-mentioned documents, records and information. Buyer and Buyer's agents Sellers shall have the right, upon giving reasonable advance notice right to enter upon accompany Buyer and inspect the Real Property, including physical inspection any Representative of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roofBuyer in connection with any such access rights. Buyer shall indemnify not be authorized to perform sampling of any environmental media or perform testing or operation of any equipment without obtaining the applicable Seller’s prior written consent. Buyer shall, and hold Seller harmless 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 Assets, including any environmental or other inspection or assessment of the Assets. 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, or the representations or warranties of, or the conditions to the obligations of, the Parties. Buyer hereby indemnifies Sellers and their respective Affiliates and Representatives from and against any and all costs and liabilities resulting from the negligence Damages (including any injury, loss or willful misconduct damage arising out of such entry that may occur to Buyer or any third party engaged Representative of Buyer) caused by Buyer or any Representative of Buyer during any office visit, field visit, environmental property assessment or other due diligence activity conducted by Buyer or any Representative of Buyer with respect to perform such inspectionsthe Assets, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the BusinessREGARDLESS 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. (iib) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except The Parties acknowledge and agree that from and after the Closing, Sellers, their respective Affiliates, successors to any of Sellers and their respective Affiliates (including, without limitation, any liquidating trustee or chapter 7 trustee subsequently appointed to administer Sellers’ bankruptcy estate or any assets that comprised such bankruptcy estate), Sellers’ prepetition lenders and designated agents and representatives thereof (each such party, an “Access Party” and collectively, the “Access Parties”), may need access to information or documents or other business records in the control or possession of Buyer and its Affiliates (whether such records are physical or electronic, including, without limitation, any records stored on any computer systems or similar information systems acquired by Buyer pursuant to this Agreement for one or more purposes, including without limitation: (Ai) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Divisionpreparing or filing Tax Returns; (Bii) clause (d) selling, using, monetizing or otherwise disposing of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the BusinessExcluded Assets; and (Ciii) pursuing any Avoidance Actions or other claims or causes of action of any of Sellers or their bankruptcy estate (other than claims or causes of action against Buyer). Buyer shall reasonably cooperate in connection with, and, during normal business hours, make available for inspection and copying by such Access Parties or their successors or representatives, upon prior written request and at their sole cost and expense, such information, documents, business records and other analogous information included in the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar Assets, as the provisions thereof relate to the STS Division or the Businessreasonably requested by such Access Parties.

Access and Information. (ia) Prior The Company and the Stockholders (but only with respect to their respective Health Care Benefits Businesses) shall (and after shall cause their respective affiliates to) afford to Acquiror and its officers, employees, accountants, consultants, legal counsel and other representatives reasonable access upon reasonable notice to all information concerning the Closingbusiness, Seller properties, contracts, records and personnel of the Company, the Stockholders (but only with respect to their respective Health Care Benefits Businesses) or their respective affiliates as Acquiror may reasonably request. (b) Acquiror shall (and shall cause its Subsidiaries to) afford to the Company, the Stockholders and their respective officers, employees, accountants, counsel, consultants, legal counsel and other representatives reasonable access upon reasonable notice to all information concerning the business, properties, contracts, records and personnel of Acquiror or its Subsidiaries as the Company or the Stockholders may reasonably request. Upon delivery of each of the Initial and Second Company Earnings Statements under Section 2.03 or any Earn- Out Statement under Section 2.05, the Company shall afford to the Stockholders' and, in the case of the Initial and Second Company Earnings Statements, Acquiror's accounting representatives prompt and reasonable access upon reasonable notice to all information reasonably necessary to verify calculation of Company Earnings and the amount of Contingent Consideration payable, the Claims Accrual Adjustment and the amount of adjustments to Contingent Consideration, or Earnings Per Share and the amount of any Earn-Out payment payable for an Earn-Out Year, as the case may be. The Company shall make its employees and agents to) give Buyer who are familiar with such matters, its independent outside accounting firm and its outside actuarial advisors (if any) available to the Stockholders and Acquiror and their respective accountants, counsel, consultants, employees and agents, representatives on a mutually convenient basis at reasonable access times during normal business hours to provide an explanation of such materials and provide such other information (including, but not limited to, and furnish them with all documents, records, accountants work papers and information reserve calculations) as the Stockholders and Acquiror and their respective representatives may reasonable request in connection with respect to, all properties, assets, books, contracts, commitments, reports their review of each of the Initial and records relating to the Business, as Buyer shall from time to time reasonably request. In addition, Seller shall permit BuyerSecond Company Earnings Statements or any Earn-Out Statement. (c) The parties will, and its will cause their respective officers, employees, accountants, counsel, consultants, employees legal counsel and agentsother representatives to, reasonable access to such personnel comply with all of Seller during normal business hours as may be necessary to Buyer in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Business. (ii) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of their respective obligations under the Confidentiality Agreement shall cease to have any further force dated March 21, 1995 between the Company and effect insofar as the provisions thereof relate to the STS Division or the Business; Acquiror and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force Agreements, dated May 11, 1995, between Acquiror and effect insofar as the provisions thereof relate to the STS Division or the Businesseach Stockholder.

Access and Information. (ia) Prior to and after the ClosingUpon reasonable advance notice, Seller shall (shall, and shall cause its Affiliates to, give to Parent, Buyer and their officers, employees, accountants, counsel, consultants, employees counsel and agents to) give Buyer and its respective accountants, counsel, consultants, employees and agents, other representatives reasonable access (including for the purpose of inspection and copying) during Seller's or the applicable Affiliate's normal business hours toprior to the Closing to the Real Property, Purchased Assets, Business Records and furnish them with Business Employees and to all documents, records, work papers and information with respect to, all of Seller's or the applicable Affiliate's properties, assets, books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel and medical records) directly relating to the Business, as the Purchased Assets or the Assumed Liabilities (but excluding the Excluded Assets and Excluded Liabilities and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation) for the purpose of allowing Parent and Buyer to (i) observe Seller's year end audit, including an audit of the physical Inventory, (ii) conduct appraisals of the Purchased Assets and (iii) conduct environmental due diligence. Seller shall, and shall from time cause its Affiliates to, assist Parent and Buyer, at Parent's and Buyer's expense, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to time be reasonably requestavailable to Parent and Buyer for such purposes. In additionconducting any inspections, Seller shall permit Buyersampling, investigations or tests of the Transferred Premises or Leased Premises or in installing any temporary monitoring wells or equipment thereon, Parent, Buyer and their agents anx xxpresentatives shall: (i) not interfere in any material respect with the operation and maintenance of the Transferred Premises and Leased Premises; (ii) not damage in any material respect any part of the Transferred Premises and Leased Premises or any personal property owned or held by any Third Party; (iii) comply with all applicable Laws; (iv) promptly pay when due all of its costs of all tests, investigations, and examinations performed by or on behalf of Parent and Buyer with regard to the Transferred Premises and Leased Premises; (vi) not permit any Encumbrances to attach to the Transferred Premises or Leased Premises by reason of the exercise of its accountantsrights hereunder; (vii) repair any damage to the Transferred Premises and Leased Premises resulting directly or indirectly from any such inspection or tests; (viii) carry insurance reasonably requested by Seller, counselname Seller as an additional insured thereunder, consultantsand provide Seller with copies of such insurance; (ix) not reveal or disclose prior to Closing any information obtained concerning the Transferred Premises and Leased Premises to any Third Parties, employees and agents, reasonable access except as reasonably necessary to such personnel of Seller during normal business hours effectuate the Closing or except as may be necessary to Buyer otherwise required by applicable Law; and (x) not take subsurface soil or groundwater samples in its review the vicinity of the properties, assets Designated Remedial Action without Seller's consent (which consent shall not be unreasonably withheld or delayed). (b) Each of Parent and business affairs of the Business Buyer indemnifies and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold holds Seller harmless from and against any and all costs Encumbrances, claims, causes of action, damages, Liabilities and liabilities resulting from the negligence expenses (including reasonable attorneys' fees) arising out of Parent's and Buyer's negligent inspections, sampling, investigations or willful misconduct tests, or Parent's and Buyer's negligent installation of any third party engaged temporary monitoring wells or equipment permitted under this Purchase Agreement; prxxxxxd, however, the indemnity in this Section 5.1(b) shall not extend to protect Seller from any Encumbrances, claims, causes of action, damages, Liabilities and expenses (including reasonable attorneys' fees) arising out of discovery by Parent or Buyer to perform such inspections, of any Hazardous Substance or contamination. Parent's and Buyer Buyer's obligations under this Section 5.1(b) shall return survive the Real Property to substantially termination of this Purchase Agreement and shall survive the same condition as before such inspections. Inspections Closing for 18 months and shall be conducted during times reasonably convenient subject to Seller and the Businessindemnification claims procedures in Section 9.6. (c) After the Closing Date, each of the parties shall, and shall cause their respective Affiliates to, provide to each other and to their respective officers, employees, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Leases, Contracts, insurance records and any other information existing as of the Closing Date and relating to the Business, the Purchased Assets or the Assumed Liabilities, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Purchase Agreement, the operations or activities relating to the Business or the Purchased Assets and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, 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 Purchase Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Purchase Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable out of pocket costs and expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(c) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (d) Buyer shall remain bound by preserve all Business Records, Licenses, Leases, Contracts and Governmental Permits for at least seven years after the terms Closing Date. After such seven-year period and at least 90 days prior to the planned destruction of its existing Confidentiality Agreement with any Business Records, Licenses, Leases, Contracts or Governmental Permits, Buyer shall notify Seller in writing and shall make available to Seller, dated August 6upon its request, 1997 such Business Records, Licenses, Leases, Contracts and Governmental Permits. Buyer further agrees that, to the extent Business Records, Licenses, Leases, Contracts or Governmental Permits are placed in storage, they will be indexed in such a manner as to make individual document retrieval possible in an expeditious manner. (the "Confidentiality Agreement")e) Seller shall use its commercially reasonable efforts to deliver to Buyer a current, except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties accurate survey of the STS Division; (B) clause (d) of Nebraska Property, and shall provide reasonable assistance to Buyer in order for Buyer to obtain, at Buyer's expense, a current title insurance commitment on the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the BusinessNebraska Property.

Access and Information. The Sellers shall cause the Companies ---------------------- and their subsidiaries to give to the Purchaser and its representatives reasonable access at all reasonable times to the properties, books and records of the Companies and their subsidiaries and to furnish such information and documents in their possession and/or control relating to the Companies and their subsidiaries as the Purchaser may reasonably request, including, without limitation, monthly consolidated balance sheets and income statements of each Company and its subsidiaries, provided that the Purchaser shall not be entitled to conduct tests of the soil, surface or subsurface waters, and air quality at, in, on, beneath or about the Owned Real Property, the Leased Real Property or any other real property operated by the Companies or their subsidiaries without the prior written consent of the Sellers. Purchaser shall have the right but not the obligation: (i) Prior to inspect all records, reports, permits, applications, monitoring results, studies, correspondence, data and after any other information or documents related to Hazardous Substances, compliance with Environmental Laws or other environmental conditions; and (ii) to conduct visual, non-invasive inspections of all buildings and equipment at the Closing, Seller shall (Owned Real Property and shall cause its accountants, counsel, consultants, employees the Leased Real Property for asbestos-containing materials or other Hazardous Substances. Purchaser agrees to conduct such investigations in a manner that minimizes the disruption to the business activities of the Companies and agents to) give Buyer and its respective accountants, counsel, consultants, employees and agents, reasonable access during normal business hours totheir subsidiaries, and furnish them with all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records relating Sellers agree to the Business, as Buyer shall from time to time reasonably request. In addition, Seller shall permit Buyer, and its accountants, counsel, consultants, employees and agents, Purchaser reasonable access to such personnel of Seller during normal business hours as may be necessary to Buyer in its review all portions of the properties, assets Owned Real Property and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Leased Real Property, including physical inspection of both during business hours and after business hours, upon reasonable notice to Sellers. All such information and documents obtained by the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections Purchaser shall be conducted during times reasonably convenient subject to Seller and the Business. (ii) Buyer shall remain bound by the terms of its existing the Confidentiality Agreement with SellerAgreement, dated August 6October 13, 1997 1999 (the "Confidentiality --------------- Agreement"), except between the Purchaser and the Sellers. The Purchaser hereby agrees --------- that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph provisions of the Confidentiality Agreement shall cease will apply to have any further force properties, books, records, data, documents and effect insofar as the provisions thereof relate other information relating to any Seller or any Non-Company Affiliate provided to the STS Division Purchaser or its affiliates or any of their respective advisers or employees pursuant to this Agreement whether before or after the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the BusinessClosing.

Access and Information. (a) Subject to applicable Laws relating to the exchange of information and the direction of any Governmental Entity, prior to the Closing, (i) Seller shall provide to Purchaser and its representatives after the date of execution of this Agreement any information and documents reasonably requested by Purchaser primarily relating to the Company, the Company Subsidiaries and their respective businesses, operations, affairs, properties, books and records, including such information and documents relating to Company Subsidiaries involved in or a party to the Restructuring Transactions, that are not available at or through the Company or the Company Subsidiaries and shall use commercially reasonable efforts to provide Purchaser and its representatives with reasonable access to personnel from PricewaterhouseCoopers LLP directly involved in the audit of the 2004 Audited Financial Statements (it being understood that all such access be coordinated through Seller and no direct contact shall be made by Purchaser or its representatives to PricewaterhouseCoopers LLP without the prior consent of Seller), (ii) Seller, the Company and each Company Subsidiary shall permit Purchaser and its representatives after the date of execution of this Agreement to have reasonable access at reasonable times to the personnel, properties, books and records of the Company and the Company Subsidiaries, provided that any such access may not unreasonably interfere with the conduct of the business of Seller or the Company and (iii) the Company and each Company Subsidiary shall furnish such information and documents in its possession relating to the Company and the Company Subsidiaries as Purchaser may reasonably request. Prior to the Closing, all information provided or obtained pursuant to the foregoing shall be held by Purchaser in accordance with and subject to the terms of the Confidentiality Agreement, dated October 24, 2003, between Purchaser and Seller (the "Confidentiality Agreement"). (b) To the extent permissible under applicable Law, from the Closing until the fifth anniversary of the Closing, Purchaser will afford promptly to Seller and its agents reasonable access at reasonable times to the books, records and auditors of the Company and the Company Subsidiaries to the extent reasonably required by Seller for financial reporting and accounting matters and the preparation and filing of any Tax Returns for any period ending on or before the Closing Date or any taxable period beginning on or before the Closing Date; provided that any such access by Seller may not unreasonably interfere with the conduct of the business of the Company or Purchaser. From and after the Closing, Seller shall (and shall cause its accountants, counsel, consultants, employees and agents toi) give Buyer and its respective accountants, counsel, consultants, employees and agents, reasonable access during normal business hours to, and furnish them with hold all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records relating to the BusinessCompany, the Company Subsidiaries or the Business possessed by or subject to the control of Seller (including all information provided or obtained pursuant to the immediately preceding sentence) in accordance with and subject to the terms of the Confidentiality Agreement as Buyer shall from time to time reasonably request. In addition, though the terms thereof restricted disclosure and use of such information by Seller shall permit Buyer, and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel of Seller during normal business hours as may be necessary to Buyer representatives in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition manner and to the same degree as before it restricts disclosure and use by Purchaser and its representatives of Information (as such inspections. Inspections shall be conducted during times reasonably convenient term is defined therein) and such restrictions are to Seller remain in effect after the Closing without any time limitation and (ii) not use any such information to the detriment of the Business. (iic) Buyer Seller hereby assigns to Purchaser, effective as of the Closing, Seller's rights under any confidentiality agreement with a third party restricting disclosure or use of information relating to the Company, the Company Subsidiaries or the Business. Prior to the Closing, none of Purchaser, on the one hand, or Seller or the Company, on the other hand, shall, without the prior consent of the other, terminate, amend, modify or waive any provision of any confidentiality or similar agreement in respect of the matters contemplated by this Agreement to which it or any of its subsidiaries is a party. Each of Purchaser, Seller and the Company shall remain bound by enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreements, including using reasonable best efforts to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used provisions thereof in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause any court having jurisdiction over such matter. (d) Prior to the Closing, Purchaser (and all of its agents and Affiliates and any of its employees, directors and officers) shall contact and communicate with the consultants, customers, suppliers and distributors of the second paragraph Company and the Company Subsidiaries in connection with the transactions contemplated hereby only upon prior written consent of Seller and the Company (such consent not to be unreasonably withheld or delayed) and shall contact and communicate with the employees of the Confidentiality Agreement shall cease to have any further force Company and effect insofar the Company Subsidiaries only as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Businesscontemplated by Section 5.3(a).

Access and Information. (ia) Prior Seller will give to Buyer and after the Closingto its officers, Seller shall (and shall cause its employees, accountants, counsel, environmental consultants, employees and agents to) give Buyer and its respective accountants, counsel, consultants, employees and agents, other representatives reasonable access during Seller's normal business hours to, and furnish them with throughout the period prior to the Closing to all documents, records, work papers and information with respect to, all of Seller's properties, assets, books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel records) directly relating to the BusinessBusiness or the Purchased Assets (but excluding the Excluded Assets and Excluded Liabilities and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation). Seller shall assist Buyer in making such investigation and shall cause its counsel, as accountants, engineers, consultants and other non-employee representatives to be reasonably available to Buyer for such purposes; IT BEING UNDERSTOOD that Buyer shall from time to time reasonably requestreimburse promptly for reasonable and necessary out of pocket expenses incurred by Seller in complying with any such request by or on behalf of Buyer. In additionaccordance with and subject to the foregoing, Seller shall permit Buyerenvironmental consultants retained by Buyer to conduct environmental studies (including intrusive environmental investigations) of the Premises. (b) After the Initial Closing Date, Seller and Buyer will provide, and its accountantswill cause their respective controlled Affiliates to provide, counselto each other and to their respective officers, consultantsemployees, employees counsel and agentsother representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Initial Closing Date and relating to the Business or the Purchased Assets, and will make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions, operations or activities relating to the Business or the Purchased Assets, and as otherwise may be necessary or desirable to enable the party requesting such personnel of Seller assistance to: (i) comply with reporting, filing or other requirements imposed by any foreign, local, state or federal court, agency or regulatory 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 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 out-of-pocket costs and expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon not less than two (2) Business Days' prior written request unless required sooner under applicable law and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Buyer agrees to preserve all Business Records, Licenses and Governmental Permits relating to the period ending on or before the Initial Closing Date and to the extent transferred to Buyer for at least seven (7) years after the Initial Closing Date. After this seven-year period and at least ninety (90) days prior to the planned destruction of any such Business Records, Licenses or Governmental Permits, Buyer shall notify Seller in writing and shall make available to Seller, upon its request, such Business Records, Licenses and Governmental Permits. Buyer further agrees that, to the extent such Business Records, Licenses or Governmental Permits are placed in storage, they will be indexed in such a manner as to make individual document retrieval possible in as expeditious a manner as is reasonably practicable under the circumstances. (d) After the Initial Closing Date, Buyer will provide, and will cause its Affiliates to provide, to Seller and its officers, employees, agents, advisors, consultants, contractors/subcontractors and other representatives, as well as any representatives of any Governmental Body as Seller deems reasonably required, upon Seller's request, commercially reasonable access to the Denver Premise and the Little Rock Premise, at such times and in such a manner as reasonably required to effectuate the provisions of Section 5.9 (such access to be provided both during normal business hours and at such other times as may be necessary to Buyer reasonably necessary), including, without limitation, performing studies, investigations, remediation, monitoring activities or any government-required activities in its review furtherance of the propertiesprovisions of Section 5.9; provided that Seller will use reasonable commercial efforts to ensure that such access minimizes any disruption to or adverse effect on activities on and around such Premises. Notwithstanding the foregoing, assets and business affairs with respect to the Little Rock Premise only, if pursuant to the previous sentence, Seller's request for access to the Little Rock Premise will cause Seller to enter into any portion of the Business Little Rock Premise covered by the Little Rock Leases, Buyer's obligations under this Section 5.9 with respect to the areas covered by the Little Rock Leases shall be limited to using commercially reasonable efforts to enforce Buyer's "right of entry" under the relevant Little Rock Lease. Seller will (a) cause all information derived from or in connection with such activities to be subject to reasonable confidentiality limitations in favor of Buyer and, if appropriate, others whom Buyer designates, and the above-mentioned documents, records and information. (b) provide indemnification protection for Buyer and Buyer's agents shall have its Affiliates that is reasonable under the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Businesscircumstances. (ii) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business.

Access and Information. (ia) Prior to and after From the date hereof until the Closing, Seller Sellers shall (and shall cause its accountants, counsel, consultants, employees and agents to) give Buyer their Subsidiaries to permit Purchaser and its respective accountantsrepresentatives to have access, counsel, consultants, employees and agents, reasonable access during normal regular business hours toand upon reasonable advance notice, and furnish them with all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records relating to the Businessassets of the Businesses that will be Transferred Assets, subject to reasonable rules and regulations of Sellers and any applicable Laws. Sellers shall furnish, or cause to be furnished, to Purchaser any financial and operating data and other information that is available and exclusively relates to the Businesses as Buyer Purchaser shall from time to time reasonably request. In addition, Seller NY12528: 107491.4 request (it being understood that in no event shall permit Buyer, and its accountants, counsel, consultants, employees and agents, reasonable Purchaser have access to any of Sellers' or their Affiliates' Tax Returns) and shall instruct their employees, counsel and financial advisors to cooperate with Purchaser in its investigation of the Businesses; it being understood that Purchaser shall reimburse Sellers promptly for reasonable and necessary out of pocket expenses incurred by Sellers or any Subsidiary of Sellers in complying with any such personnel request and reasonably documented by or on behalf of Seller Sellers. Nothing provided to Purchaser pursuant to this Section 5.1(a) shall in any way amend or diminish Purchaser's obligations under the Confidentiality Agreement. (b) Upon the request of Sellers, Purchaser shall, following the Closing, to the extent permitted by Law and confidentiality obligations, grant to Sellers (with reimbursement of Purchaser's reasonable and necessary out of pocket expenses incurred in complying with such request and reasonably documented) and their representatives the right, during normal regular business hours as may be necessary and upon reasonable advance notice, to Buyer in its review of inspect and copy the properties, assets and business affairs of the Business and the above-mentioned documentsbooks, records and informationother documents in Purchaser's possession pertaining to the operation of the Businesses prior to the Closing Date for tax purposes, or in connection with product liability claims and claims related to Excluded Liabilities or Excluded Assets only. Buyer The rights granted herein shall be subject to the reasonable security requirements, rules or regulations of Sellers and Buyer's agents Purchaser and Sellers entering into an acceptable confidentiality agreement with Purchaser and in no event shall Sellers have access to the rightTax Returns of Purchaser or its Affiliates. (c) Purchaser agrees to use commercially reasonable efforts to retain all material Books and Records in existence on the Closing Date for a period of five years -52- NY12528: 107491.4 after the Closing Date and make personnel of Purchaser or its Affiliates available to Sellers, upon giving reasonable advance notice and during regular business hours, to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against extent such access is reasonably related to any and all costs and liabilities resulting from the negligence Excluded Assets or willful misconduct of any third party engaged by Buyer Excluded Liabilities or otherwise necessary for Sellers to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Business. (ii) Buyer shall remain bound by comply with the terms of this Agreement or any applicable Law subject to reasonable rules and regulations of Purchaser and applicable Laws and to Seller entering into an acceptable confidentiality agreement with Purchaser with respect thereto; it being understood that Sellers shall reimburse Purchaser promptly for its existing Confidentiality Agreement reasonable and necessary out of pocket expenses incurred in complying with Sellerany such request and reasonably documented by or on behalf of Purchaser. Notwithstanding the foregoing, dated August 6Purchaser shall not have any liability to Sellers for any consequential, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties special or punitive damages arising out of the STS Division; (B) clause (d) destruction of the second paragraph any documents by an agent or employee of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division Purchaser other than a willful or the Business; and (C) the seventh and eighth paragraphs grossly negligent destruction in violation of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Businessthis Section 5.1(c).

Access and Information. (i) Prior to and after the Closing, Seller shall (and shall cause its accountants, counsel, consultants, employees and agents to) give Buyer and its respective accountants, counsel, consultants, employees and agents, reasonable access during normal 10 business hours to, and furnish them with all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records relating to the Business, as Buyer shall from time to time reasonably request. In addition, Seller shall permit Buyer, and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel of Seller during normal business hours as may be necessary to Buyer in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Leased Real Property, including physical inspection of the surface and sub-surface land to install such soil borings and/or monitoring wellx xx Buyer, in its reasonable judgment may deem appropriate, and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Leased Real Property to Seller in substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Business. Buyer shall promptly provide Seller with a copy of any report prepared in connection with the installation of soil borings and monitoring wellx xx the Leased Real Property. (ii) Buyer shall remain bound by the terms of its the existing Confidentiality Agreement with Seller, dated August 6September 22, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" ", as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and or the properties of the STS MN Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS MN Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS MN Division or the Business.

Access and Information. (ia) Prior to and after the ClosingEffective Time, Seller shall (the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its counsel, accountants, counselconsultants and other authorized representatives reasonable access, consultants, employees and agents to) give Buyer and its respective accountants, counsel, consultants, employees and agents, reasonable access during normal business hours tohours, to the employees, properties, books and records of the Company and its Subsidiaries; provided, however, that such investigation shall not affect the representations and warranties made by the Company in this Agreement, and provided, further, that the foregoing shall not require the Company to permit any inspection or disclose any information that in the reasonable judgment of the Company, after providing notice to Parent, would result in the disclosure of any trade secrets of third parties in violation of the terms of any agreements between the Company or its Subsidiaries and such third parties. Without limitation of the foregoing, the Company shall cause its officers and employees to (x) furnish them with all documents, records, work papers such financial and operating data and other information with respect to, all properties, assets, books, contracts, commitments, reports and records relating to the Business, as Buyer shall may be reasonably requested by Parent from time to time reasonably request. In addition, Seller shall permit Buyer, and its accountants, counsel, consultants, employees and agents, reasonable access (y) respond to such personnel of Seller during normal business hours reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, form and other document (if any) that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of federal or state securities Laws, The NASDAQ Global Market or the MGCL. All of the requirements of this Section 5.3 shall be subject to (i) any prohibitions or limitations of applicable Law, (ii) the terms of any Contract entered into prior to the date hereof to which the Company or any of its Subsidiaries is a party to the extent disclosure thereof to Parent would reasonably be expected to violate the terms of such Contract (it being agreed that the parties shall use their reasonable efforts to cause such information to be provided in a manner that does not cause such violation or prohibition), (iii) any restrictions which the Company reasonably believes are necessary to Buyer in its review preserve the attorney-client privilege of the propertiesCompany or any of its Subsidiaries, assets and (iv) the Confidentiality Agreement. (b) Prior to the Effective Time, the Company shall promptly (i) provide Parent with copies of all monthly and other interim financial statements as the same become available and (ii) notify Parent of any changes in the tax basis of the Company’s stock in Fieldstone Mortgage Company. The Company shall provide Parent with prompt written notice of any material change in the business or affairs of the Business Company or any of its Subsidiaries, including notice of any requests for repurchase or indemnity under any Investor Agreements, Servicing Agreements or subservicing agreements, and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by Governmental Entities, or the institution or, to its knowledge, the threat of material litigation (including all litigation relating to the transactions contemplated hereby), and the above-mentioned documents, records and informationCompany shall keep Parent informed of such events. Buyer and Buyer's agents Parent shall have provide the right, upon giving reasonable advance Company with prompt written notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and institution or, to its knowledge, the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct threat of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Business. (ii) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate litigation relating to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Businesstransactions contemplated hereby.

Access and Information. (a) Prior to Closing, AMCI and Seller shall permit Buyer and its representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to AMCI and Seller, the Companies and their respective Subsidiaries and to the officers of AMCI and Seller, the Companies and their respective Subsidiaries for the purpose of obtaining information about the Business to the extent that such access does not materially interfere with the business of AMCI, Seller, the Companies or their Subsidiaries; provided, that Buyer and such representatives comply with the confidentiality obligations contained herein and in the Confidentiality Agreement; and provided, further that the foregoing shall not (i) Prior require Seller to permit any inspection, or to disclose any information, that in its reasonable judgment would result in any violation of Law or the disclosure of any trade secrets of third parties or trade secrets of Parent, AMCI or Seller unrelated to the Companies and their respective Subsidiaries and the Business or violate any of AMCI's, Seller's, the Companies' (including for this purpose the Excluded Business) or any of their respective Subsidiaries' obligations with respect to confidentiality if Seller shall have used reasonable best efforts to obtain, but shall not have been successful in obtaining, the consent of such third party to such inspection or disclosure or (ii) require any disclosure by AMCI, Seller, the Companies (including for this purpose the Excluded Business) or any of their Subsidiaries that could, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilege. (b) In the event of the termination of this Agreement, Buyer, at its own expense, shall promptly, and shall use its reasonable best efforts to cause its agents to, deliver (without retaining any copies thereof) to Seller, or (at Seller's option) confirm in writing to Seller that they have destroyed, all information furnished to Buyer or its representatives or agents by Seller, AMCI, the Companies (including for this purpose the Excluded Business) or any of their respective Subsidiaries or any of their respective agents, employees or representatives as a result hereof or in connection herewith in their possession, whether so obtained before or after the Closing, Seller shall (and shall cause its accountants, counsel, consultants, employees and agents to) give Buyer and its respective accountants, counsel, consultants, employees and agents, reasonable access during normal business hours toexecution hereof, and furnish them with all documentsanalyses, recordscompilations, work papers and information with respect toforecasts, all properties, assets, books, contracts, commitments, reports and records relating to the Business, as studies or other documents prepared by Buyer shall from time to time reasonably request. In addition, Seller shall permit Buyer, and or its accountants, counsel, consultants, employees and agents, reasonable access to representatives which contain or reflect any such personnel of Seller during normal business hours as may be necessary to Buyer in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have at all times prior to the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspectionsClosing Date, and Buyer shall return in the Real Property event of termination of this Agreement, cause any information so obtained to substantially be kept confidential and will not use, or permit the same condition use of, such information in its business or in any other manner or for any other purpose except as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller contemplated hereby and the Businessexcept as required by Law. (iic) In addition to the confidentiality arrangements contained herein, all information provided or obtained in connection with the transactions contemplated by this Agreement (including pursuant to clause (a) above and clause (e) below) shall be held by Buyer shall remain bound by in accordance with and subject to the terms of its existing the Confidentiality Agreement with SellerAgreement, dated August 6January 15, 1997 1999, between Buyer Parent and Parent (the "Confidentiality Agreement"); provided, except that from and after the Closing: , Buyer and its Affiliates may use such information in conducting their business, including for purposes of transition (A) except to the extent that such information solely relates to the Excluded Business). In the event of a conflict or inconsistency between the terms "Evaluation Material" of this Agreement and "Notes" as defined and used in the Confidentiality Agreement, the terms of this Agreement shall no longer include information concerning the Business and properties of the STS Division; (B) clause govern. (d) For a period of two years after the Closing Date, Seller agrees to, and agrees to use reasonable best efforts to cause its agents, representatives and Affiliates to (i) except as otherwise required by Law, treat and hold as confidential any information relating to trade secrets, processes, patent and trademark applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and any other confidential information relating to the Business, the Companies and each Subsidiary of the second paragraph Companies and (ii) not to use any of the Confidentiality confidential information described above for the purpose of soliciting any customer of or otherwise competing with the Business. Except as otherwise expressly permitted by this Agreement shall cease or otherwise required by Law, following the termination of the Transition Services Agreement, Seller agrees to have any further force and effect insofar as the provisions thereof relate use its reasonable efforts to return to the STS Division Companies or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease destroy all confidential information referred to have any further force and effect insofar as the provisions thereof relate to the STS Division or above that exclusively concerns the Business. (e) Subject to the provisos set forth in subsection (a) above, prior to the Closing Date, Seller agrees to keep Buyer reasonably informed, on a current basis, about significant developments in the business, operations, assets, liabilities or financial condition of the Companies and their respective Subsidiaries, other than changes affecting the Commercial Mobile Radio Service industry generally and changes in the general economic condition of the Missouri Market. Without limiting the generality of the foregoing, but subject to the provisos set forth in subsection (a) above, Seller shall, and shall cause the Companies and their Subsidiaries to (a) deliver to Buyer on a monthly basis through the Closing Date financial statements for Cybertel Cellular in the format used to prepare the quarterly financial reports for partners in such partnership and (b) deliver to Buyer on a monthly basis through the Closing Date the regularly prepared management reports related to Cybertel RSA provided to AMCI. (f) During the period beginning on the date hereof and ending on the Closing Date, Seller shall cause the Companies and their Subsidiaries to provide notice to Buyer, if Seller, the Companies or any of their Subsidiaries receive written notice from any Governmental Entity alleging the material violation of any applicable Environmental Law which affects the Business or any of its properties.

Access and Information. (i) Prior Upon reasonable prior notice and subject to and after Applicable Law, the ClosingCompany shall, Seller shall (and shall cause the Company Subsidiaries to, afford to Parent and its accountantsfinancial advisors, legal counsel, consultantsfinancing sources, employees and accountants or other advisors, agents toor authorized representatives (collectively, “Representatives”) give Buyer and its respective accountants, counsel, consultants, employees and agents, reasonable access during normal business hours toand without undue disruption of the normal business activities of the Company and the Company Subsidiaries, during the period prior to the earlier of the Effective Time and furnish them with the termination of this Agreement, to all documentsof its or their respective books, records, work papers properties, premises and personnel and all of its or their other financial, operating and other data and information as Parent may reasonably request; provided that (a) the Company and the Company Subsidiaries shall not be obligated to provide access to (i) any information that would result in the loss of attorney-client privilege with respect to such information (provided that the Company shall use commercially reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including, but not limited to, all propertiesentering into appropriate common interest or similar agreements on customary terms with Parent), assets, books, contracts, commitments, reports and records relating to the Business, as Buyer shall from time to time reasonably request. In addition, Seller shall permit Buyer, and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel of Seller during normal business hours as may be necessary to Buyer in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Business. (ii) Buyer any information that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party (provided that the Company shall remain bound use reasonable efforts to obtain any required consent or waiver of such counterparty to allow such access or disclose such information, and failing the receipt of such consent or waiver, shall use commercially reasonable efforts to make appropriate substitute disclosure and/or access arrangements), and (iii) any information that would violate any Applicable Law, (b) no investigation pursuant to this Section 8.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement and (c) the Company and Company Subsidiaries shall not be required to conduct, or permit Parent or any of its Representatives to conduct, any environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media relating to any Company Real Property. Each party shall continue to abide by the terms of its existing Confidentiality Agreement with Sellerthe confidentiality agreement between CVS Health Corporation and the Company, dated August 6April 21, 1997 2015 (the "“Confidentiality Agreement"”), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business.

Access and Information. During the Pre-Closing Period, subject to any applicable Laws, the Company shall use commercially reasonable efforts to (a) afford Parent and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Company Employees and the properties and Records of the Company, (b) furnish, or cause to be furnished, to Parent any reasonably requested financial and operating data and other information that is available with respect to the Company, (c) promptly furnish, or cause to be furnished, to Parent any customer complaints or written notices of Actions involving either the Company or its Subsidiaries and (d) instruct the Company Employees and the Company’s Representatives to cooperate with Parent in its investigation of the Company; provided, however, the Company may restrict the foregoing access to the extent that (i) Prior applicable Law requires the Company or any of its Subsidiaries to and after restrict or prohibit such access, (ii) providing such access would breach a confidentiality obligation to a third party that the Closing, Seller third party has refused to waive or modify or (iii) providing such access would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. The Parties hereto shall (and use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the immediately preceding proviso apply. No investigation pursuant to this Section 7.04 shall cause its accountants, counsel, consultants, employees and agents to) give Buyer and its respective accountants, counsel, consultants, employees and agents, reasonable access during normal business hours to, and furnish them with all documents, records, work papers and alter any representation or warranty given hereunder by the Company or any Key Stockholder. All requests for information with respect to, all properties, assets, books, contracts, commitments, reports and records relating made pursuant to this Section 7.04 shall be directed to an executive officer of the Business, as Buyer shall from time to time reasonably request. In addition, Seller shall permit Buyer, and its accountants, counsel, consultants, employees and agents, reasonable access to Company or such personnel of Seller during normal business hours Person or Persons as may be necessary designated by the Company. All information received pursuant to Buyer in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections this Section 7.04 shall be conducted during times reasonably convenient to Seller and the Business. (ii) Buyer shall remain bound governed by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, . All investigations pursuant to this Section 7.04 shall no longer include information concerning be conducted in a manner that does not interfere unreasonably with the Business and properties normal operations of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force Company and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Businessits Subsidiaries.

Access and Information. (ia) Prior Between the date of this Agreement and the Effective Time, OSI will give, and will cause each of the OSI Subsidiaries to give, and shall direct its financial advisors, accountants and legal counsel to give, upon reasonable notice, Buyer, its lenders, financial advisors, accountants and legal counsel and their respective authorized representatives at all reasonable times reasonable access to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to OSI and the OSI Subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Buyer with such financial and operating data and other information with respect to the business and properties of OSI and the OSI Subsidiaries as Buyer may from time to time reasonably request in connection with the transactions contemplated hereby. The foregoing access will be subject to restrictions contained in applicable Laws (such as Laws relating to privacy and data protection), and confidentiality agreements to which OSI is subject and of which Buyer has been advised prior to the date of this Agreement and are set forth on Schedule 2.14 - I (if requested, prior to the date hereof); provided that OSI shall use commercially reasonable efforts to obtain waivers of such restrictions. (b) From and after the Closing, Seller Buyer shall (and shall cause its accountants, counsel, consultants, employees and agents to) give Buyer provide the Stockholders’ Representative and its respective accountantsrepresentatives with reasonable access, counselfor any reasonable purpose, consultantsincluding but not limited to (a) defending any claim in respect of which a Notice of Dispute has been served on the Stockholders’ Representative, employees and agents(b) preparing the Tangible Net Worth Schedule as referred to in Section 1.13, reasonable access or (c) defending any claim in respect of which an Indemnification Notice has been served on the Stockholders’ Representative, during normal business hours hours, to all books and records of OSI, including, but not limited to, accounting and furnish them with all Tax records, sales and purchase documents, recordsnotes, work papers memoranda, test records and information with respect to, all properties, assets, books, contracts, commitments, reports and records any other electronic or written data (“Records”) pertaining or relating to the Businessperiod prior to the Effective Time. To the extent deemed necessary by the Stockholders’ Representative, the Stockholders’ Representative may retain copies of such Records prior to providing the originals to Buyer, or, as soon as practicable after Closing, Buyer shall from time provide to time reasonably requestthe Stockholders’ Representative copies of all or any portion of such Records as requested by the Stockholders’ Representative. In additionUnless otherwise consented to in writing by the Stockholders’ Representative, Seller Buyer shall permit not, for a period consistent with Buyer’s normal documentation policies and practices, and its accountantsfollowing the date hereof or such longer period as retention thereof is required by applicable Law, counseldestroy, consultantsalter or otherwise dispose of (or allow the destruction, employees and agents, reasonable access to such personnel of Seller during normal business hours as may be necessary to Buyer in its review alteration or disposal of) any of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the BusinessRecords. (ii) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business.

Access and Information. (ia) Prior Subject to the terms and after conditions of the ClosingConfidentiality Agreement and applicable Law, Seller shall (between the Effective Date and the Closing Date, Parent shall cause its accountants, counsel, consultants, employees HN Life and agents to) give the Acquired Companies to afford Buyer and its respective accountants, counsel, consultants, employees and agents, Representatives (as defined in the Confidentiality Agreement) reasonable access during normal business hours to, and furnish them with to all documents, records, work papers and information with respect to, all of the properties, assetsexecutive personnel, books, contracts, commitments, reports Contracts and Other Agreements and other books and records relating of the Acquired Companies and HN Life (to the extent that such books and records relate to the Acquired Business) and shall promptly deliver or make available, or cause to be delivered or made available, to Buyer such other information concerning the business, properties, assets and executive personnel of the Acquired Companies and HN Life (to the extent that such information relates to the Acquired Business) as Buyer shall may from time to time reasonably request; provided, however, that (i) Buyer and its Representatives shall provide Parent with reasonable advance notice and obtain Parent’s consent (which consent shall not be unreasonably withheld) before contacting any executive personnel of Parent, HN Life or the Acquired Companies and (ii) Parent shall not be required to (or cause its Subsidiaries, HN Life or any of the Acquired Companies to) afford such access or furnish such information to the extent that doing so would result in the loss of attorney-client privilege. Buyer shall hold, and shall cause its representatives to hold, all Evaluation Material and Highly Confidential Evaluation Material (each as defined in the Confidentiality Agreement) in confidence in accordance with the terms of the Confidentiality Agreement and otherwise comply with the provisions of the Confidentiality Agreement (including, without limitation, with respect to the treatment of Highly Confidential Evaluation Material). In additionthe event of the termination of this Agreement for any reason, Buyer promptly shall return or destroy all Evaluation Material and all Highly Confidential Evaluation Material in accordance with the terms of the Confidentiality Agreement. Between the Effective Date and the Closing Date, Parent and Seller shall deliver to Buyer the final monthly unaudited consolidated balance sheets and statements of income of the Acquired Companies that are prepared by Parent or its Affiliates in the ordinary course of business. (b) Following the Closing Date, each party, in addition to its obligations pursuant to the Administrative Services Agreements, shall allow the other party, upon reasonable prior notice and during normal business hours, through its Affiliates, employees and representatives, (x) the right to examine and make copies, at its expense, of the books and records relating to the Acquired Business, and (y) reasonable access to its employees, in the case of either clause (x) or (y), for any reasonable purpose relating to the business of the Acquired Business or the Acquired Companies, including, without limitation, the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation or otherwise, or the conduct of any regulatory, policyholder, client or other dispute resolution whether pending or threatened. Each party shall, and shall cause its Affiliates to, maintain the books and records of the Acquired Business for examination and copying by the other party for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law or contract, after which, each party may destroy such records in its discretion. Access to such records shall not unreasonably interfere with the business operations of the party granting access. (c) Except as set forth in Section 9.1(d) of the Administrative Services Agreements, Buyer (on behalf of itself, its Affiliates and, after the Closing Date, the Acquired Companies) agrees that, notwithstanding anything to the contrary in this Agreement or the Transaction Documents, neither Buyer nor its Affiliates (including, after the Closing Date, the Acquired Companies) shall have access to the Caremark Agreement (other than the Pharmacy Benefits Services Agreement between Health Net Pharmaceutical Services, Health Net of New York, Inc. and CaremarkPCS Health, L.P., dated November 28, 2007, as amended, excluding Addendum A thereto). Buyer acknowledges and agrees that the agreements between each Acquired Company and Health Net Pharmaceutical Services, Inc. or MHN Services, Inc. with respect to pharmacy benefit management services (including mail order, retail network, claims processing, specialty pharmacy and other administrative services) (collectively “PBM Services”) and behavioral health services, respectively, are expected to remain in effect as of the Closing Date with such amendments as are necessary to effectuate the purposes of each Administrative Services Agreement and this Agreement. After the Closing Date, Seller shall permit Buyeradminister such agreements substantially in the same manner as such contracts were administered prior to the Closing Date. Seller represents that all agreements for PBM Services that are in effect as of the Closing Date, or that are entered into by Seller on behalf of each of Acquired Company after the Closing Date, contain competitive information that is confidential to the vendor, manufacturer, and other third parties (each a “Third Party”) and to Seller’s Affiliates. Seller represents that disclosure of pricing or other confidential or competitive information directly to each Acquired Company or its accountantsAffiliates could result in termination of such agreements or allegations of breach by any such Third Party, counsel, consultants, employees or otherwise result in a loss of competitive pricing and agents, reasonable terms for each Acquired Company. Seller and each Acquired Company agree to cooperate to obtain permission from such Third Parties to provide limited personnel of each Acquired Company with access to a redacted version of any such personnel agreements for PBM Services, solely on a need-to-know basis; provided, however, that the failure to obtain the permission of any such Third Party shall not excuse the performance of each Acquired Company’s obligations under the applicable Administrative Services Agreement or otherwise constitute a breach by Seller during normal business hours as of its obligations under such Administrative Services Agreement. Each Acquired Company may be necessary confirm that it is receiving the benefit of the PBM Services by engaging an independent auditor reasonably acceptable to Buyer in its Seller, to perform a confidential review of such agreements of which such Acquired Company is not a party. Prior to performing the propertiesconfidential review, assets and business affairs of the Business and the above-mentioned documentsindependent auditor shall enter into a confidentiality agreement, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient acceptable to Seller and the Businessapplicable Third Party. (ii) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business.

Access and Information. 4.1.1 During the period commencing on the Execution Date and ending on the earlier to occur of (a) the Closing and (b) the termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), Seller shall afford Buyer and its officers, employees, agents, attorneys, consultants, advisors and other representatives (collectively, “Representatives”), continued reasonable access to the Representatives and, through an electronic data room, the books and records of Seller, including the Product Promotional Materials, to the extent related to the Product Business, the Purchased Assets, the Assumed Liabilities, and the Licensed Intellectual Property, and during such period, shall provide to Buyer such information, books and records to the extent that they relate to the Product Business, the Purchased Assets, the Assumed Liabilities, the Closing Inventory or the Licensed Intellectual Property, as Buyer may reasonably request (provided that Seller shall only be required to use its commercially reasonable efforts to provide Buyer any such information, books and records that are in the possession or control of a Third Party), in each case for the purpose of enabling Buyer to verify the accuracy of Seller’s representations and warranties contained in this Agreement, and to continue conducting due diligence in connection with the Transactions, and as may be agreed by Buyer and Seller as useful and allowable for post-Closing integration planning; provided, however, that such access shall not unreasonably disrupt Seller’s ordinary course operations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be required to disclose any information or provide any such access if such disclosure or access would reasonably be expected, in Seller’s reasonable judgment, (i) Prior to and violate applicable Law, including applicable antitrust Laws, (ii) jeopardize any attorney/client privilege or other established legal privilege, or (iii) disclose any trade secrets not included in the Licensed Intellectual Property. 4.1.2 As soon as reasonably practicable after the ClosingExecution Date, Seller shall (request the written consent of the Product Business Employees to the disclosure of their respective official personnel files to Buyer and, as soon as practicable after the Execution Date and during the Pre-Closing Period, Seller shall cause its accountants, counsel, consultants, employees and agents to) give afford Buyer and its respective accountants, counsel, consultants, employees and agents, reasonable Representatives access during normal business hours to, and furnish them with all documents, records, work papers and information with respect to, all properties, assets, books, contracts, commitments, reports and records relating to the Business, as Buyer shall from time to time personnel files of those Product Business Employees who provide such written consent. To the extent reasonably request. In additionrequested by Buyer, Seller shall arrange to permit BuyerBuyer to conduct interviews of any of the Product Business Employees as soon as reasonably practicable after the Execution Date and during the Pre-Closing Period; provided, and its accountantshowever, counsel, consultants, employees and agents, reasonable that such access to such personnel Product Business Employees shall not unreasonably disrupt Seller’s ordinary course operations. 4.1.3 During the Pre-Closing Period, Buyer hereby agrees that, except as agreed upon by Buyer and Seller, neither it nor any of its Affiliates or Representatives shall contact any licensor, competitor, supplier, distributor or customer of Seller during normal business hours as may be necessary to for the purpose of discussing the Product, the Purchased Assets, the Licensed Intellectual Property, the Product Business, this Agreement, the Ancillary Agreements or the Transactions. 4.1.4 During the Pre-Closing Period, Seller shall provide Buyer in with copies of its Product Promotional Materials for review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information. Buyer and approval by Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the Businesspromotional review committee in accordance with Buyer's standard operating procedures for its products. (ii) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business.

Access and Information. (ia) Prior VitalStream hereby covenants and agrees as to and after the Closing, Seller shall (and shall cause its accountants, counsel, consultants, employees and agents to) give Buyer itself and its Subsidiaries as follows: VitalStream and its Subsidiaries will afford to Parent and Merger Sub and their respective accountants, counsel, consultants, employees and agents, representatives reasonable access during normal business hours tothroughout the period prior to the Effective Time to all of its and its Subsidiaries' respective properties and shall use reasonable efforts to make its and its Subsidiaries' respective directors, management, other employees and furnish them authorized representatives (including counsel and independent public accountants) available to confer with Parent and Merger Sub and their respective authorized representatives (provided that Parent shall give the President of VitalStream reasonable notice) and, during such period, VitalStream will (i) make available all documents, records, work papers and information with respect records of VitalStream relating to the assets, properties, operations, obligations and liabilities of VitalStream and its Subsidiaries, including but not limited to, all propertiesbooks of account (including the general ledger), assetstax records and returns, booksminute books of directors', contractscommittees' and shareholders' meetings, commitmentsorganizational documents, reports by-laws, Material Contracts, filings with and records relating to the Businesscommunications from any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects as Buyer shall Parent may from time to time reasonably request. In addition, Seller shall permit Buyer, and (ii) promptly furnish to Parent all other information concerning its accountantsor its Subsidiaries' business, counselproperties and personnel as Parent may reasonably request. Throughout the period prior to the Effective Time, consultants, employees VitalStream will cause one or more of its designated representatives to be available to confer on a regular and agents, frequent basis with representatives of Parent and to report the general status of the ongoing operations of VitalStream and its Subsidiaries. (b) Parent hereby covenants and agrees as follows: Parent will afford to VitalStream and its representatives reasonable access to such personnel of Seller during normal business hours throughout the period prior to the Effective Time to all of its respective properties and shall use reasonable efforts to make its respective directors, management, other employees and authorized representatives (including counsel and independent public accountants) available to confer with VitalStream and its authorized representatives (provided that VitalStream shall give the President of Parent reasonable notice) and, during such period, Parent will (a) make available all papers and records of Parent relating to the assets, properties, operations, obligations and liabilities of Parent, including but not limited to, all books of account (including the general ledger), tax records and returns, minute books of directors', committees' and shareholders' meetings, organizational documents, by-laws, Material Contracts, filings with and communications from any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects as VitalStream may from time to time reasonably request, and (b) promptly furnish to VitalStream all other information concerning its business, properties and personnel as VitalStream may reasonably request. Throughout the period prior to the Effective Time, Parent will cause one or more of its designated representatives to be necessary available to Buyer in its review confer on a regular and frequent basis with representatives of VitalStream and to report the general status of the properties, assets and business affairs ongoing operations of the Business and the above-mentioned documents, records and information. Buyer and Buyer's agents shall have the right, upon giving reasonable advance notice to enter upon and inspect the Real Property, including physical inspection of the surface and sub-surface land and all improvements and the major components thereof, including heating, plumbing, air conditioning, electrical equipment and wiring and roof. Buyer shall indemnify and hold Seller harmless from and against any and all costs and liabilities resulting from the negligence or willful misconduct of any third party engaged by Buyer to perform such inspections, and Buyer shall return the Real Property to substantially the same condition as before such inspections. Inspections shall be conducted during times reasonably convenient to Seller and the BusinessParent. (ii) Buyer shall remain bound by the terms of its existing Confidentiality Agreement with Seller, dated August 6, 1997 (the "Confidentiality Agreement"), except that from and after the Closing: (A) the terms "Evaluation Material" and "Notes" as defined and used in the Confidentiality Agreement, shall no longer include information concerning the Business and properties of the STS Division; (B) clause (d) of the second paragraph of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business; and (C) the seventh and eighth paragraphs of the Confidentiality Agreement shall cease to have any further force and effect insofar as the provisions thereof relate to the STS Division or the Business.