Common use of Investigation of Business; Access to Properties and Records Clause in Contracts

Investigation of Business; Access to Properties and Records. (a) After the date hereof, the Company and its Subsidiaries shall afford to representatives of Buyer reasonable access to their respective offices, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours in order that Buyer may continue to have the opportunity to investigate the affairs of the Company and its Subsidiaries, including access to the properties, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVER, that such investigation shall not unreasonably disrupt the personnel and operations of the Company or any of its Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writing. (b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.

Investigation of Business; Access to Properties and Records. (a) After Subject to Section 5.2(b), from the date hereofhereof through the Closing, the Company Nestle shall, and shall cause NICC and its other Subsidiaries shall to, afford to Dreyer's and Dreyer's accountants, counsel and other representatives of Buyer reasonable access during regular business hours, upon reasonable advance notice, to their respective the offices, plants, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours and to employees of the NICC Entities and, to the extent related to the Business, Nestle and its other Subsidiaries, and their agents and consultants, subject to any applicable Laws and compliance with any policies of the NICC Entities with respect to plant visits, in order that Buyer Dreyer's may continue to have the opportunity to investigate make reasonable investigations of the affairs of the Company Business and its Subsidiaries, including access to the properties, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVER, that such investigation shall not unreasonably disrupt the personnel and operations of the Company or any of its Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writingNICC Entities. (b) Subject to Section 5.2(b), from the date hereof through the Closing, Dreyer's shall, and shall cause its Subsidiaries to, afford to Nestle and Nestle's accountants, counsel and other representatives reasonable access during regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of Dreyer's and its Subsidiaries, and their agents and consultants, subject to any applicable Laws and compliance with any policies of Dreyer's and its Subsidiaries with respect to plant visits, in order that Nestle may make reasonable investigations of the affairs of Dreyer's and its Subsidiaries. (c) Any information provided to Buyer Dreyer's or its Nestle or their respective representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, of the Confidentiality Agreement dated September 16June 6, 1996 2002 between Nestle and Dreyer's (the "CONFIDENTIALITY AGREEMENT"). If the Effective Time occurs, Nestle and Dreyer's agree that the Confidentiality Agreement shall terminate and be of no further force and effect and that information provided under the Confidentiality Agreement shall be covered by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business Section 7.01 of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by lawGovernance Agreement. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.

Investigation of Business; Access to Properties and Records. (a) After the date hereofhereof and subject to applicable law, Seller shall use its best efforts to cause the Company UTA Seller, UTA and its the Subsidiaries shall to afford to representatives and agents of Buyer reasonable access to their respective the offices, plants, properties, officers, employees, accountants, auditors and other representatives, books and records of UTA and the Subsidiaries relating to the Motors Business during normal business hours hours, in order that Buyer may continue to have the full opportunity to investigate make such investigations as it desires of the affairs of UTA and the Company and its Subsidiaries; provided, including access to the properties, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVERhowever, that such investigation shall not unreasonably disrupt the personnel and operations of any of the Company UTA Seller, UTA or any of its the Subsidiaries. If, at or prior All requests for access to the Closingoffices, plants, properties, books, and records relating to the Motors Business shall be made to such representatives of Seller as Seller shall designate in writing to Buyer (the "Seller Representatives"), which the Seller Representatives shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that neither Buyer nor its representatives shall contact any party hereto discovers any fact of the employees, customers or circumstance that would constitute a breach suppliers of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breachSeller, the parties hereto covenant that they will promptly so inform UTA Seller, UTA or the Subsidiaries, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other parties hereto in writingmeans of communication, without the specific prior written authorization of the Seller Representatives. (b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16March 25, 1996 1999 by and between the Company Seller and Universal Outdoor Holdings, Inc.Buyer, which is hereby incorporated in this Agreement as though fully set forth herein. At the time of the Closing, such Confidentiality Agreement shall terminate and be of no further force or effect. Following the Closing each Closing, Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries Motors Business and shall not disclose or publish the same without the prior written consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or Buyer except as otherwise required by law. (c) Buyer agrees to (i) hold all of the books and records of the Company and its the Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) 10 years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 65 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) Seller and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its Seller and UTA Seller and their respective accountants and legal counsel, during normal business hours, upon reasonable request, at any time, full access to such books, records and other data and to the employees of Buyer and the Company and any of its the Subsidiaries to the extent that such access may be reasonably required requested for any legitimate purpose at no cost to MLCP Seller or UTA Seller (other than for reasonable out-of-pocket expenses); PROVIDEDprovided, HOWEVERhowever, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d. Buyer shall have the same rights, and Seller the same obligations, as are set forth above in this Section 5.1(c) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to any non-privileged records of Seller pertaining to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and Subsidiaries that are retained by Seller, with the exception of Returns relating to Taxes that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable lawArticle VII, are not the responsibility of Buyer.

Investigation of Business; Access to Properties and Records. (a) After Between the date hereofhereof and the Closing or termination of this Agreement, Seller agrees to, and shall cause each member of the Company Seller Group to, give to each Buyer Entity and its Subsidiaries shall afford to representatives of Buyer reasonable access to their respective offices, properties, officers, employeeslegal counsel, accountants, auditors lenders, investment bankers and other their representatives, books and records upon reasonable prior notice, reasonable access during normal business hours to the properties, Contracts and Business Records of the members of the Seller Group (including computer files, retrieval programs and similar documentation and such access and information that may be necessary in order that connection with any environmental assessment), and shall permit them to consult with management employees and other personnel of the members of the Seller Group, to allow each Buyer may continue to have the Entity a full opportunity to investigate make such investigations as are reasonably necessary to analyze the affairs of the Company members of the Seller Group and shall furnish to each Buyer Entity or its Subsidiariesauthorized representatives such additional financial and operating data and other information concerning the Business or the assets of the members of the Seller Group as shall be reasonably requested, including access all such information as shall be reasonably necessary to enable each Buyer Entity or its representatives to verify the properties, plants and facilities accuracy of the Company representations and its Subsidiaries warranties contained in this Agreement, to conduct environmental studies to verify that the extent reasonably requested by Buyer; PROVIDED, HOWEVER, that such investigation shall not unreasonably disrupt the personnel and operations covenants of the Company or any of its Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement Seller contained in this Agreement have been complied with and to determine whether the conditions set forth in Article VI have been satisfied. No investigation made by a Buyer Entity or any circumstance or condition that upon Closing would constitute such a breach, its representatives pursuant to this Section 5.1 shall affect the parties hereto covenant that they will promptly so inform the other parties hereto in writing. (b) representations and warranties of Seller pursuant to this Agreement. Any information provided to or obtained by a Buyer Entity or its representatives pursuant to this Agreement shall be held by Buyer Entities and its their representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16until the Closing, 1996 by and between at which time the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Confidentiality Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates Entities under federal securities this sentence and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable lawthereunder shall terminate.

Investigation of Business; Access to Properties and Records. (a) After the date hereofof this Agreement, to the extent reasonably requested, upon reasonable advance notice and subject to applicable Law, the Company and its Subsidiaries shall afford to the officers, employees and authorized representatives of Buyer Parent (including its attorneys and accountants and any financial institution providing or proposing to provide or underwrite financing in connection with the transactions contemplated hereby) reasonable access to their respective offices, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours in order that Buyer may continue to have the opportunity to investigate the affairs properties, books, contracts, commitments, personnel, financial and operating data and records of the Company and its Subsidiaries, including access and shall furnish to Parent or its authorized representatives, such additional information concerning the Company, its Subsidiaries and their properties, plants assets, employees, businesses and facilities of operations as shall be reasonably requested. Parent and Merger Sub covenant that any such access shall be conducted in such a manner as not to interfere unreasonably with the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVER, that such investigation shall not unreasonably disrupt the personnel and operations of the Company or any of its Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writing. (b) Any information provided to Buyer Parent or its Merger Sub or their respective representatives pursuant to this Agreement shall be held by Buyer Parent, Merger Sub and its their representatives in accordance with, and shall be subject to the terms ofof that certain Confidentiality Agreement, the Confidentiality Agreement dated September 16as of July 2, 1996 2009 by and between the Company and Universal Outdoor Holdings, Inc.Parent (the “Confidentiality Agreement”), which is hereby incorporated in this Agreement by reference as though fully set forth herein. Following in this Agreement and shall continue in force until the Closing each Seller Effective Time, at which time such Confidentiality Agreement shall hold in confidence all knowledge terminate; provided that Parent, Merger Sub and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not may disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by lawnecessary in connection with seeking the Parent Required Governmental Approvals, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer Company Required Governmental Approvals and the Company and any Shareholder Approval; provided further that if this Agreement is terminated in accordance with Article IX of its Subsidiaries this Agreement prior to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDEDEffective Time, HOWEVERthe Confidentiality Agreement shall remain in full force and effect, that nothing herein shall limit any of MLCP's or any Seller's rights of discoveryin accordance with its terms. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.

Investigation of Business; Access to Properties and Records. (a) After From the date hereofhereof through the Closing, the Company Pillsbury and its Diageo shall, and shall cause their respective Subsidiaries shall to, afford to representatives of Buyer General Mills and General Mills' accountants, counsel and other representativxx xxasonable accexx xxring regular business hours, upon reasonable access advance notice, to their respective the offices, plants, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours and to employees of the Business Entities and, to the extent related to the Business, Diageo and its other Subsidiaries, and their agents and consultants, subject to any applicable Laws and compliance with any policies of the Business Entities with respect to plant visits, in order that Buyer General Mills may continue to have the opportunity to investigate make reasonable investigations of the affairs of the Company and its Subsidiaries, including access to Businexx xxd the properties, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVER, that such investigation shall not unreasonably disrupt the personnel and operations of the Company or any of its Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writingBusiness Entities. (b) From the date hereof through the Closing, General Mills shall, and shall cause its Subsidiaries to, afford to Diageo anx Xxxgeo's accountants, counsel and other representatives reasonable access during regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of General Mills and its Subsidiaries, and their agents and consultants, subject xx xny applicable Laws and compliance with any policies of General Mills and its Subsidiaries with respect to plant visits, in order thax Xxxgeo may make reasonable investigations of the affairs of General Mills and its Subsidiaries. (c) Any information provided to Buyer Xxxxral Mills or its Diageo or their respective representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and Xxxxxment shall be subject to the terms of, of the Confidentiality Agreement dated September 16April 6, 1996 by 2000 between Diageo and between General Mills (the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns"Confidentiality Agreement"), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees Following the Xxxxxng, Diageo shall, and shall cause the Continuing Affiliates to, afford to provide such financial General Mills and General Mills' accountants, counsel and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and thatrepresentativxx xxasonable accexx xxring regular business hours, upon reasonable advance written notice notice, to any books and records retained by Diageo or the Continuing Affiliates that relate in part to the Companyoperations of the Business Entities (but that do not relate primarily to the operations of the Business Entities and are therefore not Books and Records that must be delivered to General Mills and its Subsidiaries), but such financial access need be given only with xxxxxct to the portion of such books and records as are related to the operations of the Business Entities. Upon General Mills' request, Diageo shall, and shall cause the Continuing Affiliatxx xx, provide General Mills with copies of the portions of such books and records that relaxx xx the operations of the Business Entities. (e) Following the Closing, General Mills shall, and shall cause its Subsidiaries to, (i) retain, for a pxxxxx of six years following the Closing, all Books and Records in the possession of the Business Entities as of the Closing or delivered pursuant to this Agreement and (ii) afford to Diageo and Diageo's accountants, counsel and other relevant information may be disclosed by Buyer representatives reasonable access during regular business hours, upon reasonable advance notice, to any Books and its Affiliates to the extent reasonably appropriate, including Records in connection with capital market transactions, filings required pursuant matters that are the subject of indemnification under Section 9.2 or otherwise necessary for Diageo to federal securities and other comply with the terms of this Agreement or any applicable lawLaw.

Investigation of Business; Access to Properties and Records. (a) After the date hereof, the Company and its Subsidiaries Seller shall afford to Buyer and its authorized representatives of Buyer reasonable access to their respective officesthe Properties, propertiesBooks and Records, officers, employees, accountants, auditors employees and other representatives, books and records agents of Seller during normal business hours and upon reasonable notice, in order that Buyer may continue to have the opportunity to investigate make such investigations in connection with the affairs of the Company and Asset Purchase as it desires, it being understood that: (i) Seller, in its Subsidiariesreasonable discretion, including may deny or restrict any access (A) to the propertiesmaterials in Seller's possession that are not primarily related to Seller's business, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVER, that if such investigation shall not unreasonably disrupt the personnel and operations of the Company or any of its Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that access would constitute a breach of an existing confidentiality agreement between Seller and a third party, (B) to materials related exclusively to the Excluded Assets and Excluded Liabilities, and (C) in the event Buyer is in breach of this Agreement; (ii) such investigation shall not under any representationcircumstances unreasonably interfere with Seller's operations, warrantyactivities or employees; (iii) Buyer and Seller shall take reasonable action (including entering into joint defense agreements, covenant as appropriate) to preserve any applicable attorney-client privileges; and (iv) such investigations shall not involve any "Phase II" or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writingenvironmental testing without Seller's prior consent. (b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor Holdings, Inc.Agreement, which is hereby incorporated in this Agreement as though fully set forth herein. Following , and in accordance with such other terms and conditions as may otherwise be agreed upon by the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by lawparties. (c) Buyer agrees to (i) shall hold all of the books Books and records of the Company and its Subsidiaries Records existing on the Closing Date in accordance with Buyer's normal record retention policy from time to time in effect (copies of which will be provided to Seller), and Buyer shall not to destroy or dispose of any thereof for a period of six (6) years from except in accordance with such policy. Following the Closing Date or such longer time as may be required by lawDate, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to Buyer shall afford MLCP (or MLCP's successors or assigns)Seller, its accountants accountants, counsel and counselother representatives, during normal business hours, full upon at least 48 hours' notice, reasonable access to the Books and Records (including the right to copy such books, records and other data materials at Seller's expense) and to the Buyer's employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required requested (without unreasonably disrupting Buyer's personnel and operations) for any legitimate purpose at no cost without charge to MLCP Seller (other than for Buyer's reasonable out-of-pocket expenses); PROVIDEDprovided, HOWEVERhowever, that nothing herein shall limit or waive any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.

Investigation of Business; Access to Properties and Records. (a) After Subject to restrictions contained in confidentiality agreements to which such party is subject with respect to any information relating to any third party, prior to the date hereofClosing or termination of this Agreement, the Company Corporation shall give to the Buyer and its Subsidiaries shall afford to representatives of Buyer reasonable access to their respective offices, properties, officers, employeeslegal counsel, accountants, auditors lenders and other representatives, books and records representatives reasonable access during normal business hours in order that to all of the Corporation's and the Subsidiaries' properties (including books, contracts, commitments and records) for inspection (including financial, legal and environmental), and shall permit them to consult with each Seller and with management employees of the Corporation and the Subsidiaries to allow the Buyer may continue to have the full opportunity to investigate make such investigations as are necessary to review the affairs of the Company Corporation and its Subsidiaries, including access to the properties, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVER, that such investigation shall not unreasonably disrupt the personnel and operations of the Company or any of its Subsidiaries. If, at or prior to the Closing, any party hereto the Buyer discovers any fact breach by any Seller or circumstance that would constitute a breach the Corporation of any representation, warranty, covenant representation or agreement warranty contained in this Agreement or any circumstance circumstances or condition that upon Closing that, to the Knowledge of the Buyer would constitute such a breach, the parties hereto covenant that they Buyer will notify the Sellers promptly so inform of such facts known to the other parties hereto in writingBuyer and the nature of the breach. (b) For the period between the Balance Sheet Date and the Closing Date (commencing with the April 1998 statements), the Corporation shall deliver to the Buyer, as soon as available but not later than thirty (30) days after the end of each month with respect to monthly financial statements and not later than forty-five (45) days after the end of each quarter with respect to quarterly financial statements, unaudited condensed consolidated monthly and quarterly financial statements of the Corporation. Such financial statements, which shall reflect comparative periods from the preceding year, shall include (i) a balance sheet as of the end of such period, (ii) statements of income cash flows, and (iii) per store profit and loss statements and comparative store sales figures for the period then ended, all of which shall be prepared from and be, in all material respects, in accordance with the books and records of the Corporation and its Subsidiaries, and shall otherwise be prepared on a basis consistent with the Corporation's past practices with respect to monthly and quarterly financial statements. (c) Any information provided to Buyer or obtained by any party to this Agreement, its legal counsel, accountants, lenders or other representatives pursuant to this Agreement shall be held by Buyer and such party, its representatives and lenders in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by lawAgreement. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.

Investigation of Business; Access to Properties and Records. (a) After Subject to applicable privileges and the date hereofConfidentiality Agreement, the Company shall grant Parent and its Subsidiaries shall afford to representatives of Buyer Representatives reasonable access to their respective offices, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours in order that Buyer may continue during the period prior to have the opportunity Closing, upon reasonable advance notice to investigate the affairs Company and each of the Company Subsidiaries and subject to supervision by the Company or its agents, to (i) all of the properties, books, Tax Returns, Contracts, commitments and records and appropriate personnel of the Company and its Subsidiaries, including access to each of the properties, plants Company Subsidiaries and facilities (ii) all other information concerning the business of the Company and its Subsidiaries each of the Company Subsidiaries, their properties and personnel as Parent may reasonably request. Subject to conduct environmental studies compliance with applicable Laws, from the date hereof until Closing, to the extent reasonably requested by BuyerParent, the Company shall confer with one or more Representatives of Parent to report material operational matters and the general status of ongoing operations. (b) Each Party shall give prompt written notice to the other Parties upon learning of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case may be, has caused or would reasonably be likely to cause either (A) any representation or warranty of the notifying Party contained in this Agreement to be inaccurate in any material respect such that the condition set forth in Section 8.2 or Section 9.2, as applicable, would not be satisfied, or (B) any condition set forth in Article VII, VIII or IX to be unsatisfied at the Closing Date, (ii) any communication from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (iii) any communication from any Governmental Authority in connection with the transactions contemplated by the Agreement or (iv) any material failure of the notifying Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder such that the condition set forth in Section 8.1 or Section 9.1, as applicable, would not be satisfied; PROVIDEDprovided, HOWEVERhowever, that such investigation the delivery of any notice pursuant to this Section 6.1(b) shall not unreasonably disrupt the personnel and operations of the Company limit any Party’s remedies under this Agreement or any of its Subsidiaries. Ifcure or be deemed to cure, at or prior to the Closingoperate as a waiver of, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement of, or be deemed to satisfy or operate as a waiver of any circumstance or condition that upon Closing would constitute such a breachapplicable to, the parties hereto covenant that they will promptly so inform the other parties hereto in writingCompany, Parent or Merger Sub. (bc) As soon as such information becomes available, and in any event not later than 30 days after the end of each fiscal month and fiscal quarter, the Company shall provide to Parent an unaudited balance sheet as of the end of such period and the related statements of results of operations and statements of cash flows for such period, together with a list of the ages and amounts of all accounts and notes due and uncollected as of the end of such month consistent with the form made available to Parent during its due diligence. (d) Any information provided to Buyer Parent or its representatives Merger Sub or their respective Representatives pursuant to this Agreement shall be held by Buyer Parent, Merger Sub and its representatives their Representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement Non-Disclosure Agreement, dated September 16October 30, 1996 2019, by and between the Company and Universal Outdoor Holdings, Inc.Parent (“Confidentiality Agreement”), which is hereby incorporated in this Agreement by reference as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries this Agreement and shall not continue in force until the Effective Time, at which time such Confidentiality Agreement shall terminate; provided that Parent and Merger Sub may disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including necessary in connection with capital market transactionsseeking the Parent Approvals; and provided, filings required pursuant further, that if this Agreement is terminated in accordance with Article X prior to federal securities the Effective Time, the Confidentiality Agreement shall remain in full force and other applicable laweffect in accordance with its terms.

Investigation of Business; Access to Properties and Records. (a) After From the date hereofof this Agreement through the Applicable Closing, Company shall cause the Canadian Holding Company and its the Canadian Assets Subsidiaries shall to afford to representatives of Buyer Duke, and COP shall cause the COP Sale-Related Group to afford to representatives of Duke (with respect to the Empress System Business) reasonable access to their respective offices, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours hours, in order that Buyer the party being afforded access may continue to have the a full opportunity to investigate the make such investigations as it desires of their affairs of the Company and its Subsidiaries(including Phase I environmental testing) (each party granting access pursuant to this Section 7.1(a), including access to the propertiesa “Granting Party”); provided, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVERhowever, that such investigation shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Company, Canadian Holding Company, the Canadian Assets Subsidiaries, COP, or the COP Sale-Related Group, as applicable. All requests for access to the offices, properties, books and records relating to Canadian Holding Company, the Canadian Assets Subsidiaries or the Empress System Business shall be made to such representatives designated in writing by Company or COP, as appropriate (the “Designated Representatives”), which Designated Representatives shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Duke nor Company nor their respective representatives shall contact any of the employees, customers or suppliers of the Granting Party and its Subsidiaries. If, at in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior to written authorization of the ClosingGranting Party’s Designated Representatives, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writingwhich consent shall not be unreasonably withheld. (b) Any information provided As of the Second Closing, the Parties agree that Section 4.3 of the Amended and Restated LLC Agreement (or the analogous provisions of the Second Amended and Restated LLC Agreement) shall no longer apply to Buyer or its representatives pursuant to this Agreement shall be held by Buyer Duke and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature Affiliates with respect to information relating to Canadian Holding Company or the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by lawCanadian Assets Subsidiaries. (c) Buyer Except as contemplated by this Agreement and the Amended and Restated LLC Agreement, each Applicable Transferor agrees not to, and agrees to cause its representatives not to, until the earlier of the Applicable Closing Date or termination of this Agreement in accordance with its terms, (i) enter into any agreement with any third-party, or engage in any discussions with attorneys, investment bankers, other advisors or representatives of any third-party, regarding a transaction involving the sale or a public offering of, or creation of a joint venture involving, all or any material portion of the operations of Canadian Holding Company, the Canadian Assets Subsidiaries, the Empress System Business or PTC, as applicable, or (ii) solicit, initiate or encourage offers in respect thereof or otherwise prepare for or take any actions intended to prepare for an initial public offering of all or any material portion of such business. (d) Each Applicable Transferee agrees to (i) hold all of the books and records of each of Canadian Holding Company, the Company Canadian Assets Subsidiaries and its Subsidiaries the Empress System Business, as applicable, existing on the Applicable Closing Date and not to destroy or dispose of any thereof for a period of six (6) four years from the Applicable Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) to, the Applicable Transferor, and (ii) following the Applicable Closing Date to afford MLCP (or MLCP's successors or assigns)the Applicable Transferor, its their respective accountants and counsel, during normal business hours, upon reasonable notice, full access to such books, books and records and other data and to the employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required requested for any legitimate purpose at no cost to MLCP the Applicable Transferee (other than for reasonable out-of-pocket expenses); PROVIDEDprovided, HOWEVERhowever, that nothing herein shall limit any of MLCP's or any Seller's the Applicable Transferor’s respective rights of discovery. (ddiscovery pursuant to any legal proceeding. Each Applicable Transferee shall have the same rights, and each Applicable Transferor, respectively, the same obligations, as are set forth above in this Section 7.1(d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company any books, non-privileged records and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations employees of the Buyer Applicable Transferor or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice pertaining to the CompanyApplicable Transferee or assets transferred, such financial and other relevant contributed or distributed pursuant to the transactions contemplated hereby, with the exception of Tax Returns. Each Applicable Transferor will provide additional information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings requested and required pursuant to federal securities and other applicable lawby any Applicable Transferee for a legitimate purpose.

Investigation of Business; Access to Properties and Records. (a) After From the date hereofhereof through the Closing, Seller and the Company shall, and its Subsidiaries shall cause the Business Entities to, afford to Buyer and Buyer’s accountants, counsel and other representatives of Buyer reasonable access during regular business hours, upon reasonable advance notice, to their respective the offices, plants, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours and to employees of the Business Entities and, to the extent related to the Business, Seller and its Subsidiaries, and their respective agents and consultants, in order that Buyer may continue to have the opportunity to investigate make reasonable investigations of the affairs of the Company Business and its Subsidiaries, including access to the properties, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVER, that such investigation Business Entities. The foregoing shall not unreasonably disrupt the personnel and operations of require Seller, the Company or any Seller Subsidiary to permit any inspection, or to disclose any information, that in the reasonable judgment of counsel to such Person is reasonably likely to (i) result in the waiver of any attorney-client privilege (it being understood that Seller and its SubsidiariesSubsidiaries will enter into one or more appropriate joint defense agreements or similar protective arrangements if such agreements or arrangements would permit such inspection or disclosure without waiver of such privilege), the disclosure of any trade secrets or the violation of any Law or (ii) violate any of their obligations owed to any third party with respect to confidentiality if Seller, the Company or any Seller Subsidiary, as the case may be, shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure. IfThe Seller and the Company shall not be required, at nor shall Seller nor the Company be required to cause the Business Entities or prior any Seller Subsidiary, to the Closing, take any party hereto discovers any fact action pursuant to this Section 5.1(a) beyond commercially reasonable efforts or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writingunreasonably disrupt their respective normal operations. (b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and Section 5.1(a) prior to the Closing shall be subject to the terms of, of the Confidentiality Agreement dated September 16January 9, 1996 by 2007 between Buyer and between Seller (the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law“Confidentiality Agreement”). (c) Prior to the Closing, Seller and Buyer agrees will cooperate to identify, and will reasonably agree upon a plan pursuant to which Seller will deliver (i) hold all or will deliver control with respect to), the Books and Records to the Business Entities, it being understood that a portion of the books Books and records Records will be so delivered as of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose a portion of any thereof for a period of six (6) years from the Books and Records will be so delivered as promptly as reasonably practicable following the Closing Date or such longer time as may be required by lawDate. (d) Following the Closing, Seller shall, and thereaftershall cause its Subsidiaries to, if it desires (i) afford to destroy Buyer and its accountants, counsel and other representatives reasonable access during regular business hours, upon reasonable advance notice, to any books and records retained by Seller or dispose its Subsidiaries that relate in part to the operations of the Business Entities (but that are not Books and Records that must be delivered to Buyer on or before the Closing), but such access need be given only with respect to the portion of such books and recordsrecords as are related to the operations, to offer first in writing at least 60 days prior to or the financial, accounting, tax or legal condition, of the Business Entities or the Business, provided that such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, books and records shall not unreasonably interfere with the Seller’s or its Subsidiaries’ business operations and other data and to provided that the employees of Buyer and the Company and foregoing shall not require Seller or any of its Subsidiaries to permit any access that in the extent reasonable judgment of counsel to such Person is reasonably likely to result in the waiver of any attorney-client privilege or the violation of any applicable Law and (ii) maintain such books and records (and make available for examination and copying by the Buyer at the Buyer’s expense) for a period of not less than five years following the Closing Date. Upon Buyer’s request and at Buyer’s expense, Seller shall, and shall cause its Subsidiaries to, provide Buyer with copies of the portions of such books and records that relate to the operations of the Business Entities. (e) Following the Closing, Buyer shall, and shall cause the Business Entities to, (i) allow the Seller and its Subsidiaries, upon reasonable prior notice and during regular business hours, through their employees and representatives, to examine and make copies (at the Seller’s or such Subsidiaries’ expense) of the Books and Records transferred to the Buyer at the Closing or created prior to Closing and in the possession of the Business Entities for any reasonable business purpose relating to their respective businesses, including the preparation or examination of Tax Returns, regulatory filings and financial statements, compliance with any applicable Law or their obligations under this Agreement and the conduct of any litigation or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened, provided that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, such Books and Records shall not unreasonably interfere with the Business Entities’ or their Affiliates’ business operations and provided that nothing herein the foregoing shall limit not require Buyer or any of MLCP's its Affiliates to permit any access that in the reasonable judgment of counsel to such Person is reasonably likely to result in the waiver of any attorney-client privilege or the violation of any applicable Law and (ii) maintain such books and records (and make available for examination and copying by the Seller and its Subsidiaries at the Seller's rights ’s or such Subsidiaries’ expense) for a period of discoverynot less than five years following the Closing Date. Seller may retain (i) one copy of the materials produced in the due diligence investigation in connection with the transactions contemplated by this Agreement, together with a copy of all documents referred to in such materials, (ii) all internal correspondence and memoranda, valuations, investment banking presentations in connection with the sale of the Shares, and (iii) a copy of all consolidating and consolidated financial information and all other accounting records prepared or used in connection with the preparation of the Business Financial Statements. (df) The Company agrees From and after the Closing, neither Seller nor any Continuing Affiliate nor any of their respective representatives shall, except as required by Law or as required to provide such financial and other relevant be disclosed pursuant to a Federal or state court order or legal proceedings or pursuant to a subpoena or requirement of any Governmental Authority, (i) disclose to any Person any non-public information as Buyer may reasonably request with respect related to the Company and its Subsidiaries in connection withBusiness or the Business Entities (including, among other thingswithout limitation, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice information which would be considered “Information” pursuant to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates Confidentiality Agreement) or (ii) waive any provision of any confidentiality agreement to which it is a party to the extent reasonably appropriateit relates to the Business or the Business Entities. Effective as of the Closing, including in connection with capital market transactionsthe Confidentiality Agreement shall terminate automatically and shall thereafter be of no further force and effect. From and after the Closing, filings neither Buyer nor any Business Entity nor any of their respective representatives shall, except as required by Law or as required to be disclosed pursuant to federal securities and other applicable lawa Federal or state court order or legal proceedings or pursuant to a subpoena or requirement of any Governmental Authority, disclose to any Person any non-public information related to the Seller or any Continuing Affiliate or their respective businesses (including, without limitation, any information which would be considered “Information” pursuant to the Confidentiality Agreement).

Investigation of Business; Access to Properties and Records. Records Retention. ----------------- (a) After Between the date hereofhereof and the Closing Date, each of the Company and Buyer shall (and shall cause each of its Subsidiaries shall to) afford to representatives of Buyer the other party ("Respective Representatives") reasonable -------------------------- access to their respective offices, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours in order that Buyer such party may continue to have the full opportunity to investigate make such investigations as it desires of the affairs of the Company other party, and its Subsidiaries, including access to the properties, plants and facilities of the Company and its Subsidiaries Buyer shall, and shall cause their employees and officers to conduct environmental studies to the extent furnish such data as is reasonably requested by Buyerthe other party's representatives; PROVIDEDprovided, HOWEVER-------- however, that such investigation shall be upon reasonable prior written notice ------- and shall not unreasonably disrupt the personnel and operations of the Company or other party. All requests for access shall be made to such representatives of the other party as such party shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that neither party nor its representatives shall contact any of its Subsidiariesthe employees, customers, suppliers, joint venture partners, or other associates or affiliates of the other party, , in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of the other party. If, at No information or prior knowledge obtained in any investigation pursuant to the Closing, this Section 4.1(a) shall affect or be deemed to modify any party hereto discovers any fact representation or circumstance that would constitute a breach of any representation, warranty, covenant or agreement warranty contained in this Agreement or any circumstance disclosure schedule or condition that upon Closing would constitute such a breach, the conditions to the obligations of the parties hereto covenant that they will promptly so inform to consummate the other parties hereto in writingStock Exchange. (b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer The Stockholder and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor HoldingsBuyer will hold and will cause their respective employees, Inc.agents and representatives to hold in confidence, which is hereby incorporated unless compelled to disclose by judicial or administrative process or, in the opinion of its legal counsel, by other requirements of law, all documents and information concerning the other party and its Subsidiaries furnished to it in connection with the transactions contemplated by this Agreement, including all analyses, abstracts and summaries thereof created by the other party, and will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors and other consultants and advisors in connection with this Agreement as though fully set forth hereinwho need to know such information. Following If the Closing each Seller transactions contemplated by this Agreement are not consummated, such confidence shall hold in confidence be maintained and, if requested by or on behalf of the furnishing party, the other party will, and will use all knowledge reasonable efforts to cause its auditors, attorneys, financial advisors and information of a secret or confidential nature with respect other consultants, agents and representatives to, return to the business furnishing party or destroy all copies of the Company written information so furnished to it or its agents and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by lawrepresentatives. (c) Buyer agrees (1) to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires proposes to destroy or dispose of any of such books and records, to offer first in writing at least 60 sixty days prior to such proposed destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) the Stockholder and (ii2) at any time and from time to time following the Closing Date to afford MLCP (or MLCP's successors or assigns)the Stockholder, its her accountants and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data and to the employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required requested for any legitimate purpose (including, without limitation, for the purposes of determining the Tax treatment to the Stockholder of the Stock Exchange) at no cost to MLCP the Stockholder (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.

Investigation of Business; Access to Properties and Records. (a) After the date hereofof this Agreement, to the extent reasonably requested, upon reasonable advance notice and subject to applicable Law, the Company and its Subsidiaries shall afford to the officers, employees and authorized representatives of Buyer Parent (including its attorneys and accountants and any financial institution providing or proposing to provide or underwrite financing in connection with the transactions contemplated hereby) reasonable access to their respective offices, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours in order that Buyer may continue to have the opportunity to investigate the affairs properties, books, contracts, commitments, personnel, financial and operating data and records of the Company and its Subsidiaries, including access and shall furnish to Parent or its authorized representatives, such additional information concerning the Company, its Subsidiaries and their properties, plants assets, employees, businesses and facilities of operations as shall be reasonably requested. Parent and Merger Sub covenant that any such access shall be conducted in such a manner as not to interfere unreasonably with the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVER, that such investigation shall not unreasonably disrupt the personnel and operations of the Company or any of its Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writing. (b) Any information provided to Buyer Parent or its Merger Sub or their respective representatives pursuant to this Agreement shall be held by Buyer Parent, Merger Sub and its their representatives in accordance with, and shall be subject to the terms of, the that certain Confidentiality Agreement Agreement, dated as of September 1629, 1996 2006 by and between the Company and Universal Outdoor HoldingsKohlberg Management V, Inc.LLC, that certain Confidentiality Agreement, dated as of September 27, 2006 by and between the Company and Lxxxxx-Xxxxx Partners, L.P. and that certain Confidentiality Agreement, dated as of October 10, 2006 by and between the Company and Chrysalis Capital Partners, Inc. (collectively, the “Confidentiality Agreements”), which is are hereby incorporated in this Agreement by reference as though fully set forth herein. Following in this Agreement and shall continue in force until the Closing each Seller Effective Time, at which time such Confidentiality Agreements shall hold in confidence all knowledge terminate; provided that Parent, Merger Sub and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not may disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by lawnecessary in connection with seeking the Parent Required Governmental Approvals, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer Company Required Governmental Approvals and the Company and any Shareholder Approval; provided further that if this Agreement is terminated in accordance with Article IX of its Subsidiaries this Agreement prior to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDEDEffective Time, HOWEVERthe Confidentiality Agreements shall remain in full force and effect, that nothing herein shall limit any of MLCP's or any Seller's rights of discoveryin accordance with their terms. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.

Investigation of Business; Access to Properties and Records. (a) After the date hereofhereof and subject to applicable law, Seller shall cause the Company and its the Subsidiaries shall to afford to representatives of Buyer reasonable access to their respective offices, plants, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours hours, in order that Buyer may continue to have the full opportunity to investigate make such investigations as it desires of the affairs of the Company and its the Subsidiaries; provided, including access to the properties, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVERhowever, that such investigation shall not unreasonably disrupt the personnel and operations of any of the Seller, the Company or any of the Subsidiaries. All requests for access to the offices, plants, properties, books, and records relating to the Automotive Business shall be made to such representatives of the Seller as the Seller shall designate in writing to Buyer (the "Seller Representatives"), which Seller Representatives shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that neither Buyer nor its representatives shall contact any of the employees, customers or suppliers of Seller, the Company or the Subsidiaries, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the Seller Representatives. If, at or prior in the course of any investigation pursuant to the Closingthis Section 5.1(a), any party hereto Buyer discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant representation or agreement warranty contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant Buyer covenants that they it will promptly so inform the other parties hereto in writingSeller. (b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16December 21, 1996 1998 by and between the Company UTC and Universal Outdoor Holdings, Inc.Buyer, which is hereby incorporated in this Agreement as though fully set forth herein; provided, however, that Sellers agree that the term Representatives as used in such Confidentiality Agreement includes Buyer's potential financing sources for the Stock Purchase. At the time of the Closing, such Confidentiality Agreement shall terminate and be of no further force or effect. Following the Closing each Closing, Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries Automotive Business and shall not disclose or publish the same without the prior written consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or Buyer except as otherwise required by law. (c) Buyer agrees to (i) hold all of the books and records of the Company and its the Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) 10 years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) Seller and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns)Seller, its accountants and legal counsel, during normal business hours, upon reasonable request, at any time, full access to such books, records and other data and to the employees of Buyer and the Company and any of its the Subsidiaries to the extent that such access may be reasonably required requested for any legitimate purpose at no cost to MLCP Seller (other than for reasonable out-of-pocket expenses); PROVIDEDprovided, HOWEVERhowever, that nothing herein shall limit any of MLCPSeller's or any SellerUTC's rights of discovery. (d. Buyer shall have the same rights, and Seller the same obligations, as are set forth above in this Section 5.1(c) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to any non-privileged records of Seller pertaining to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and Subsidiaries that are retained by Seller, with the exception of Returns relating to Taxes that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable lawArticle VII, are not the responsibility of Buyer.

Investigation of Business; Access to Properties and Records. (a) After the date hereof, the Company and its Subsidiaries Seller shall afford to representatives of Buyer reasonable access to their respective its offices, plants, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours hours, in order that Buyer may continue to have the full opportunity to investigate make such investigations as it desires of the affairs of Seller and the Company and its Subsidiaries, including access to the properties, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by BuyerBusiness; PROVIDED, HOWEVER, that such investigation investigations shall be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of the Company or any of its SubsidiariesSeller. If, at or prior All requests for access to the Closingoffices, any party hereto discovers any fact or circumstance that would constitute a breach plants, properties, books, and records relating to Seller and the Business shall be made to such representatives of any representationSeller as Seller shall designate, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute who shall be solely responsible for coordinating all such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writingrequests and all access permitted hereunder. (b) Any information provided Buyer shall, at Buyer's sole cost and expense, obtain within fifteen (15) days after the Effective Date: (i) a current on-the-ground, as-built survey for each separate tract of the Seller's Facilities made by a registered and licensed public surveyor satisfactory to Buyer or its representatives pursuant (collectively, the "SURVEY"), containing a certificate of the surveyor in the form satisfactory to this Agreement shall be held by Buyer and its representatives in accordance withBuyer, and shall including the plotting and permanent location of all easements, rights-of-ways, encroachments, improvements, building set-back lines, fences, gullies, ditches marshes swamps and other areas appearing to be subject to "wetlands," above-ground and underground storage tanks, and other matters located on or affecting the terms ofSeller's Facilities; and (ii) a complete, up-to-date and binding commitment for title insurance covering the Seller's Facilities, issued by Escrow Agent (collectively, the Confidentiality Agreement dated September 16"TITLE COMMITMENT"), 1996 by together with true, legible and between complete copies of all documents referred to in the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by lawTitle Commitment. (c) If the Survey shows any matters that are reasonably objectionable to Buyer ("SURVEY OBJECTIONS"), or if the Title Commitment reveals any matters that are reasonably objectionable to Buyer ("TITLE OBJECTIONS"), Buyer shall so notify Seller of such Survey Objections and/or Title Objections in writing (an "OBJECTION NOTICE") within ten (10) days from the latest of Buyer's receipt of the Survey or the Title Commitment. Seller hereby agrees to use its best efforts and reasonable diligence to correct and cure such Survey Objections and/or Title Objections, within ten (i10) hold all days after receiving Buyer's Objection Notice. Seller shall pay whatever costs are necessary to clear the Seller's Facilities of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy monetary liens or dispose encumbrances. If any lien or encumbrance of any thereof for a period nature or kind affecting the Seller's Facilities (or any part thereof) is filed of six record by Seller or with Seller's consent or approval after the Effective Date (6) years from the Closing Date or such longer time except as may be expressly required by lawor permitted elsewhere herein), then Seller shall be obligated to remove and thereafter, if it desires to destroy or dispose obtain a full and final recorded release of such books and records, to offer first in writing at least 60 days prior to such destruction lien or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and encumbrance upon demand by Buyer without regard to the employees of Buyer and the Company and any of its Subsidiaries cost required to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discoveryremove it. (d) The Company agrees If any of the Title Objections and/or Survey Objections which Seller is not required to provide such financial cure (or which Seller is required to cure subject to best efforts as set out above but which cannot with best efforts and other relevant information reasonable diligence be cured to Buyer's reasonable satisfaction within the time period set out above) are not cured within the time period set forth above, then Buyer, at Buyer's option, may elect, as Buyer's sole and exclusive remedy, to either (i) cancel this Agreement, in which event the Deposit shall be refunded to Buyer may reasonably request free and clear of all rights and claims of Seller with respect thereto, neither Buyer nor Seller shall have any further rights or obligations under this Agreement, and this Agreement shall terminate, or (ii) waive such uncured Title Objections and/or Survey Objections in writing. If Buyer elects option (ii), then Seller shall deliver the Seller's Facilities to Buyer at the Closing subject to the Company and its Subsidiaries Survey Objections and/or Title Objections as to which objection has been waived. (e) If Buyer fails, within the time period provided for in connection withSection 5.1(c), among other thingsto notify Seller of any particular Survey Objections and/or Title Objections as to matters disclosed by the Survey or the Title Commitment, capital market transactions and any disclosure obligations of the then Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice shall be deemed to the Companyhave waived objection to those matters, such financial matters shall be considered Permitted Liens for purposes of this Agreement, and other relevant information may the Seller's Facilities, if purchased, shall be disclosed by Buyer and its Affiliates purchased subject to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable lawsuch Permitted Liens.

Investigation of Business; Access to Properties and Records. (a) After the date hereofhereof and subject to applicable law, Seller shall cause the Company and its the Subsidiaries shall to afford to representatives of Buyer reasonable access to their respective offices, plants, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours hours, in order that Buyer may continue to have the full opportunity to investigate make such investigations as it desires of the affairs of the Company and its the Subsidiaries; provided, including access to the properties, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVERhowever, that such investigation shall not unreasonably disrupt the personnel and operations of any of the Seller, the Company or any of the Subsidiaries. All requests for access to the offices, plants, properties, books, and records relating to the Automotive Business shall be made to such representatives of the Seller as the Seller shall designate in writing to Buyer (the "Seller Representatives"), which Seller Representatives shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that neither Buyer nor its representatives shall contact any of the employees, customers or suppliers of Seller, the Company or the Subsidiaries, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the Seller Representatives. If, at or prior in the course of any investigation pursuant to the Closingthis Section 5.1(a), any party hereto Buyer discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant representation or agreement warranty contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant Buyer covenants that they it will promptly so inform the other parties hereto in writingSeller. (b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law.be (c) Buyer agrees to (i) hold all of the books and records of the Company and its the Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) 10 years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) Seller and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns)Seller, its accountants and legal counsel, during normal business hours, upon reasonable request, at any time, full access to such books, records and other data and to the employees of Buyer and the Company and any of its the Subsidiaries to the extent that such access may be reasonably required requested for any legitimate purpose at no cost to MLCP Seller (other than for reasonable out-of-pocket expenses); PROVIDEDprovided, HOWEVERhowever, that nothing herein shall limit any of MLCPSeller's or any SellerUTC's rights of discovery. (d. Buyer shall have the same rights, and Seller the same obligations, as are set forth above in this Section 5.1(c) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to any non-privileged records of Seller pertaining to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and Subsidiaries that are retained by Seller, with the exception of Returns relating to Taxes that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable lawArticle VII, are not the responsibility of Buyer.

Investigation of Business; Access to Properties and Records. (a) After Subject to applicable privileges and the date hereofConfidentiality Agreement, the Company shall grant Parent and its accountants, counsel and other representatives reasonable access during normal business hours during the period prior to the Closing, upon reasonable advance notice to the Company and subject to supervision by the Company or its agents, to (i) all of the properties, books, Tax Returns, Contracts, commitments and records, patent application files and appropriate personnel of the Company and its Subsidiaries shall afford to representatives of Buyer reasonable access to their respective offices, properties, officers, employees, accountants, auditors and (ii) all other representatives, books and records during normal information concerning the business hours in order that Buyer may continue to have the opportunity to investigate the affairs of the Company and its Subsidiaries, including their respective properties and personnel as Parent may reasonably request; provided, however, that the Company shall not be required to provide access to any information or documents that would, in the propertiesreasonable judgment of the Company, plants violate the HSR Act or any other applicable Law (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents and facilities of that thereafter the Company and its Subsidiaries Parent shall use their respective reasonable best efforts to conduct environmental studies cause such information to be provided in a manner that would not reasonably be expected to cause such a violation). (b) Subject to compliance with applicable Laws, from the date hereof until Closing, to the extent reasonably requested by BuyerParent, the Company shall confer with one or more representatives of Parent to report material operational matters. (c) Each Party shall give prompt written notice to the other Parties upon learning of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case may be, has caused or would reasonably be likely to cause either (A) any representation or warranty of the notifying Party contained in this Agreement to be untrue or inaccurate in any material respect, or (B) any condition set forth in Article IX to be unsatisfied at the Closing Date, (ii) any communication from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (iii) any communication from any Governmental Authority in connection with the transactions contemplated by the Agreement or (iv) any material failure of the notifying Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or under any Ancillary Agreement; PROVIDEDprovided, HOWEVERhowever, that such investigation the delivery of any notice pursuant to this Section 6.1(c) shall not unreasonably disrupt the personnel and operations of the Company limit any Party’s remedies under this Agreement or any of its Subsidiaries. Ifcure or be deemed to cure, at or prior to the Closingoperate as a waiver of, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement of, or be deemed to satisfy or operate as a waiver of any circumstance or condition that upon Closing would constitute such a breachapplicable to, the parties hereto covenant that they will promptly so inform the other parties hereto in writingCompany, Parent or Merger Sub. (bd) As soon as such information becomes available, and in any event not later than 30 days after the end of each fiscal month and fiscal quarter, the Company shall provide to Parent an unaudited balance sheet as of the end of such period and the related statements of results of operations and, in the case of a fiscal quarter, statements of cash flows for such period, together with a list of the ages and amounts of all accounts and notes due and uncollected as of the end of such month consistent with the form made available to Parent during its due diligence. (e) Prior to the Closing, the Company shall, and shall cause its Representatives (including its accountants) to, at Parent’s expense, (i) provide to Parent all financial information regarding the Company and the Company Subsidiaries reasonably requested by Parent in connection with Parent’s obligations under the Exchange Act and other securities Laws, including (A) audited financial statements for each of the three years ending December 31, 2008, 2009 and 2010 and (B) financial statements for any interim period since January 1, 2011 and the comparable period for fiscal year 2010; (ii) reasonably assist Parent with the preparation of pro forma financial statements required by Regulation S-X of the Exchange Act; and (iii) reasonably cooperate with Parent and Merger Sub in connection with the financing of the acquisition of the Company by Parent, including providing to Parent (A) a limited license (at no cost) to an electronic version of the Company’s trademarks, service marks and corporate logo for use in debt marketing materials and (B) financial information to be used as part of Parent’s financing activities as Parent may reasonably request. (f) Any information provided to Buyer Parent or its Merger Sub or their respective representatives pursuant to this Agreement shall be held by Buyer Parent, Merger Sub and its their representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement Agreement, dated September 16November 1, 1996 2010, by and between the Company and Universal Outdoor Holdings, Inc.Parent (“Confidentiality Agreement”), which is hereby incorporated in this Agreement by reference as though fully set forth herein. Following in this Agreement and shall continue in force until the Closing each Seller Effective Time, at which time such Confidentiality Agreement shall hold terminate; provided that Parent and Merger Sub may disclose such information as may be necessary in confidence all knowledge and information of a secret or confidential nature connection with respect seeking the Parent Approvals and/or relating to the business financing of the acquisition of the Company by Parent; and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except provided further that if this Agreement is terminated in accordance with Article X prior to the extent that such information Effective Time, the Confidentiality Agreement shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by lawremain in full force and effect in accordance with its terms. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.

Investigation of Business; Access to Properties and Records. (a) After the date hereofhereof and prior to the Closing, the Company and its Subsidiaries Sellers shall afford to Buyer and its authorized representatives of Buyer reasonable access to their respective officesall offices and properties of Sellers and the International Subsidiaries, propertiesand to the Weider Books and Records, officers, employees, accountants, auditors and other representatives, books and records during normal business hours in order that Buyer may continue and upon reasonable advance written request, subject to have the opportunity to investigate the affairs compliance with Applicable Laws and contractual obligations of the Company and its SubsidiariesSellers or any of their Affiliates; provided, including access to the properties, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVERhowever, that such investigation shall not unreasonably disrupt be conducted in such a manner as to minimize interference with the personnel and operations operation of the Company any business of Sellers or any of its Subsidiariestheir Affiliates. If, as of the date hereof or at or any time thereafter prior to the ClosingClosing Date, any party hereto Buyer becomes aware of or discovers any fact or circumstance that would constitute a material breach of any representation, warranty, covenant representation or agreement warranty contained in this Agreement or any circumstance or condition that upon Closing would likely constitute such a breach, the parties hereto covenant that they will Buyer shall promptly so inform the other parties hereto in writingnotify Sellers. (b) Any All proprietary information and any other information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose be used for any reason or publish purpose other than to evaluate and consummate the same without transactions contemplated by this Agreement and shall not be disclosed to any other person except upon the prior written consent of Sellers or to an authorized agent, consultant, advisor or other representative of Buyer who require such information for the Buyerpurpose of evaluating the transaction contemplated by this Agreement. If this Agreement is, except for any reason, terminated prior to the extent that such information Closing, the terms of this Section 5.1(b) shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by lawcontinue in full force and effect in accordance with its terms. (c) Prior to the Closing, Buyer agrees and Sellers shall cooperate in good faith to identify all materials that are or comprise Weider Books and Records. Except as otherwise provided by law or regulation, Buyer agrees: (i) hold all that Sellers shall be permitted to retain copies of the books Weider Books and records Records, or originals to the extent Sellers provide Buyer with copies of the Company same; (ii) to hold the Weider Books and its Subsidiaries existing Records transferred to Buyer on the Closing Date and not to destroy or dispose of any thereof for a period of six three (63) years from following the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) Applicable Law; and (iiiii) at any time and from time to time following the Closing Date to afford MLCP (or MLCP's successors or assigns)Sellers, its their accountants and counsel, during normal business hours, upon at least five (5) Business Days’ prior notice, full access to such books, records Weider Books and other data and Records (including the right to the employees of Buyer and the Company and any of its Subsidiaries copy such materials at Sellers’ expense) to the extent that such access may be reasonably required requested (without unreasonably disrupting the personnel and operations of the Weider Branded Business) for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discoverypurpose. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.

Investigation of Business; Access to Properties and Records. (a) After Prior to the date hereofClosing Date, Seller shall and shall cause the Company and its the Subsidiaries shall to afford to representatives of Buyer reasonable THEH full access to their respective the personnel, offices, plants, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours in order that Buyer may continue to have the opportunity to investigate the affairs of the Company and its Subsidiariesthe Subsidiaries during normal business hours, including access in order that THEH may have full opportunity to make such investigations as it desires of the properties, plants affairs and facilities assets of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by BuyerSubsidiaries; PROVIDED, HOWEVER, that such investigation by THEH shall not unreasonably disrupt the personnel and operations of the Company or any of its and the Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writing. (b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following At the Closing each or as soon thereafter as practicable, Seller shall hold in confidence will deliver or cause to be delivered to THEH all knowledge and information of a secret or confidential nature with respect to the business corporate records of the Company and the Subsidiaries Subsidiaries, and shall all other original (or copies thereof, if originals are not disclose or publish immediately available) agreements, documents, books and records relating to the same without the consent businesses of the Buyer, except to Company and the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by lawSubsidiaries. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time Except as may be required by law, law and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer and the Company and any of its Subsidiaries except to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (information becomes publicly available other than for as a result of any action taken by any Continuing Affiliate or its directors, officers, employees or agents, from and after the Closing Date, Seller shall, and shall use its best efforts to cause the other Continuing Affiliates to, and shall use its reasonable outbest efforts to cause the respective directors, officers, employees and agents of the Continuing Affiliates to, maintain the confidentiality of non-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant public information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and the Subsidiaries. In the event that any disclosure obligations of the Buyer Continuing Affiliates after the Closing Date is requested, or its Affiliates under federal securities and other applicable law and thatbecomes required by law, upon reasonable advance written notice to disclose any confidential information relating to the CompanyCompany and the Subsidiaries, Seller will provide THEH with prompt notice thereof (before such financial and information is disclosed if practicable) so that THEH may seek a protective order or other relevant information may be disclosed by Buyer and its Affiliates to appropriate remedy and/or waive compliance with the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable lawterms of this Section 5.1(c).

Investigation of Business; Access to Properties and Records. (a) After the date hereofhereof and until the Closing Date, the Company and its Subsidiaries shall afford to representatives of Buyer reasonable full access to their respective its personnel, offices, properties, officers, employees, accountants, auditors and other representatives, books and records relating to the business of the Centers or the Purchased Assets and shall cause its accountants to af- ford Buyer and its representatives access to the work papers of all audits and reviews of the financial statements of the Company, in each case, during normal business hours hours, upon reasonable request, in order that Buyer may continue to have the full opportunity to investigate make such investigations as it desires of the affairs of the Company and its Subsidiaries, including access with respect to the properties, plants and facilities business of the Company and its Subsidiaries to conduct environmental studies to Centers, including, without limitation, for purposes of preparing the extent reasonably requested list contemplated by Buyerthe first sentence of Sec- tion 6.1(a) hereof; PROVIDEDprovided, HOWEVERhowever, that such investigation investiga- tion shall not unreasonably disrupt the personnel and operations opera- tions of the Company. (b) After the date hereof until the Closing Date, the Company will continue to supply Buyer with all relevant documents and information for use in connection with Buyer's investigation contemplated hereby. Such material (regardless if delivered prior to or after the date hereof) is hereinaf- ter referred to as "Evaluation Material." Buyer agrees that, prior to the Closing, it and its representatives will hold in confidence any Evaluation Material it has received or will receive and will not disclose, except to the extent required by law or otherwise deemed necessary or appropriate in the sole discretion of Buyer in connection with Buyer's financing arrangements, all or any part of such material to anyone ex- cept its officers, directors, direct and indirect parent en- tities and stockholders, employees, financing sources, af- filiates, agents, consultants, advisors or other representa- tives who are involved with the transaction contemplated hereby, who is consulted with respect to the transactions contemplated hereby or who Buyer determines otherwise needs to know such information and who was informed by Buyer of the confidential nature of the Evaluation Material. If this Agreement is terminated, except as required by law, all writ- ten Evaluation Material supplied by the Company to Buyer shall, upon written request of the Company, be destroyed by Buyer, returned by Buyer to the Company, or at the election of Buyer, returned in accordance with the terms of the confi- dentiality agreement, dated May 13, 1996, between the parties hereto. (c) From and after the Closing Date, the Company and its Affiliates and representatives shall maintain the confidentiality of nonpublic information with respect to the Centers and the Purchased Assets. In the event that Buyer or its Affiliates or representatives prior to the Closing Date, or the Company or its Affiliates or representatives after the Closing Date, are requested, or become required by law, to disclose any confidential information relating to the Centers or the Purchased Assets (other than to the extent permitted by Section 7.1(b) or this Section 7.1(c), as applicable), such party will provide the other party with prompt notice thereof (before such information is disclosed if practicable) so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of Section 7.1(b) or this Section 7.1(c), as applicable. In the event that such protective order or other remedy is not ob- tained or that such other party, in its sole discretion, waives compliance with the terms of Section 7.1(b) or this Section 7.1(c), as applicable, the party from which such in- formation is requested or which is required by law to dis- close such information will furnish only that portion of such confidential information which is legally required to be so disclosed and will exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be ac- corded such confidential information. In the event that Buyer or any of its Affiliates or representatives, or the Company or any of its Subsidiaries. If, at Affiliates or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writing. (b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms re- ceive notice of, the Confidentiality Agreement dated September 16or become subject to, 1996 an audit by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature any Gov- ernmental Authority with respect to the business operation of the Company and Cen- ters or the Subsidiaries and shall not disclose or publish the same without the consent of the BuyerPurchased Assets, except which audit relates to a period occurring prior to the extent Closing Date, Buyer or the Company, as the case may be, shall provide the other party with prompt notice thereof. The parties hereto agree that such information shall have become public knowledge other than the injury caused by any breach of the Agreement by such Seller covenants contained in Section 7.1(b) or except as otherwise required by law. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.this Section 7.1

Investigation of Business; Access to Properties and Records. (a) After Prior to the date hereofClosing Date, USRealty shall and shall cause Holdings and the Company Holdings Subsidiaries to, and SCGI shall and shall cause its Subsidiaries shall subsidiaries to, afford to representatives of Buyer reasonable the other party full access to their respective personnel, offices, plants, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours hours, in order that Buyer USRealty and SCGI may continue to have the full opportunity to investigate make such investigations as such party desires of the affairs and assets of SCGI, on the Company one hand, or Holdings and its Subsidiaries, including access to the properties, plants and facilities of Holdings Subsidiaries on the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyerother hand; PROVIDED, HOWEVER, that such investigation by USRealty and SCGI shall not unreasonably disrupt the personnel and operations of SCGI and its subsidiaries, on the Company one hand, or any of its Holdings and the Holdings Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform on the other parties hereto in writinghand. (b) Any information provided On the Closing Date or as soon thereafter as practicable, USRealty will deliver or cause to Buyer or its representatives pursuant be delivered to this Agreement shall be held by Buyer SCGI all corporate records of Holdings and its representatives in accordance withthe Holdings Subsidiaries, and shall be subject all other original (or copies thereof, if originals are not immediately available) agreements, documents, books and records relating to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information businesses of a secret or confidential nature with respect to the business of the Company Holdings and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by lawHoldings Subsidiaries. (c) Buyer agrees Except as required by law or a regulatory body or court having jurisdiction over USRealty and except to (i) hold all the extent such information becomes publicly available other than as a result of any action taken by USRealty, from and after the books Closing Date, USRealty shall maintain the confidentiality of non-public information with respect to Holdings and records of the Company and its Subsidiaries existing on Holdings Subsidiaries. In the event that USRealty after the Closing Date and not to destroy is requested, or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be becomes required by law, and thereafter, if it desires to destroy law or dispose of such books and recordsa regulatory body or court having jurisdiction over USRealty, to offer first in writing at least 60 days prior disclose any confidential information relating to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer Holdings and the Company and any Holdings Subsidiaries, USRealty will provide SCGI with prompt notice thereof (before such information is disclosed if practicable) so that SCGI may at its expense seek a protective order or other appropriate remedy and/or waive compliance with the terms of its Subsidiaries to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expensesthis Section 5.1(c); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.

Investigation of Business; Access to Properties and Records. (a) After the date hereofEffective Date and until the Transaction Date, the Company Sellers shall and its Subsidiaries shall cause Penreco to afford to representatives of Buyer Purchaser reasonable access to their respective (and, where appropriate, copies of) Penreco’s offices, properties, officerspersonnel, employeescontracts, accountantsdocuments, auditors and other representativesdata, books and records during normal business hours hours, in order that Buyer Purchaser may continue to have the full opportunity to investigate the affairs make such investigations as it desires of the Company Penreco’s affairs, and its Subsidiaries, including access promptly furnish to the properties, plants Purchaser’s representatives such information concerning Penreco’s business records and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent personnel as may be reasonably requested by Buyer; PROVIDED, HOWEVER, that such Purchaser. Purchaser’s investigation shall not unreasonably disrupt the Penreco’s personnel and operations of the Company or any of its Subsidiariesoperations. If, at or prior Notwithstanding anything to the Closingcontrary in this Section 7.1(a): (i) Purchaser shall have no right to drill into any real property occupied by Penreco for the purpose of obtaining soil or groundwater samples, or for any party hereto discovers any fact or circumstance that would constitute a breach other purpose; (ii) neither Penreco nor Sellers will be required to violate the terms of any representationagreement with any third party to hold information confidential or to waive any privilege it may have with respect to information communicated to its attorneys; (iii) neither Penreco nor Sellers will be required to provide personnel information with respect to any individual regularly employed to perform work for Penreco other than that individual’s name, warrantydate(s) of employment, covenant and job title; and (iv) Purchaser shall not contact any supplier to or agreement contained in this Agreement customer of Penreco with respect to any existing or any circumstance or condition that upon Closing would constitute such a breachcontemplated commercial relationship without Penreco’s prior consent, the parties hereto covenant that they will promptly so inform the other parties hereto in writingwhich shall not be unreasonably withheld. (b) Any information provided to Buyer Purchaser or to its representatives pursuant to in connection with the negotiation of this Agreement and the transactions contemplated hereby shall be held by Buyer and its representatives the recipient in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by which Confidentiality Agreement remains in full force and between the Company effect and Universal Outdoor Holdings, Inc., which is hereby incorporated in shall be deemed to be a part of this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law. (c) Buyer agrees to Purchaser shall (i) hold all originals of the Penreco’s books and records of the Company and its Subsidiaries existing on the Closing Date records, and not to destroy or dispose of any thereof for a period of six five (65) years from the Closing Date or such longer time as may be required by lawTransaction Date, and thereafter, if it desires to destroy or dispose of such except for books and recordsrecords that relate to Taxes, to offer first which shall be held for the period specified in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) Section 8.3(c), and (ii) following the Closing Date to Transaction Date, afford MLCP (or MLCP's successors or assigns)Sellers, its their accountants and counsel, during normal business hours, full upon reasonable notice, reasonable access to such books, records and other data records, and to the Penreco’s properties and employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required for any legitimate purpose (including without limitation in connection with a Seller’s defense or prosecution of any litigation) at no cost to MLCP such Seller (other than for reasonable out-of-pocket expenses); PROVIDEDprovided, HOWEVERhowever, that nothing herein shall limit any of MLCP's or any a Seller's ’s rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.

Investigation of Business; Access to Properties and Records. (a) After Subject to restrictions contained in confidentiality agreements to which such party is subject with respect to any information relating to any third party, prior to the date hereofClosing or termination of this Agreement, the Company Seller agrees to give to Buyer and its Subsidiaries shall afford to representatives of Buyer reasonable access to their respective offices, properties, officers, employeeslegal counsel, accountants, auditors lenders, investment bankers and other their representatives, books and records upon reasonable prior notice, reasonable access during normal business hours to all of the Real Property and Leased Property for inspection and to the books, contracts, commitments and records of the Business (including computer files, retrieval programs and similar documentation and such access and information that may be necessary in order that connection with an environmental assessment), and shall permit them to consult with management employees of the Business, to allow Buyer may continue to have the a full opportunity to investigate make such investigations as are reasonably necessary to analyze the affairs of the Company Business and shall furnish to Buyer or its Subsidiariesauthorized representatives such additional information concerning the Purchased Assets, the assets of the Subsidiaries and the Business as shall be reasonably requested, including access all such information as shall be reasonably necessary to enable Buyer or its representatives to verify the properties, plants and facilities accuracy of the Company representations and its Subsidiaries warranties contained in this Agreement, to conduct environmental studies to verify that the extent reasonably requested by Buyer; PROVIDED, HOWEVER, that such investigation shall not unreasonably disrupt the personnel covenants of Global and operations of the Company or any of its Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement Seller contained in this Agreement have been complied with and to determine whether the conditions set forth in Article VI have been satisfied. No investigation made by ---------- Buyer or any circumstance or condition that upon Closing would constitute such a breach, its representatives hereunder shall affect the parties hereto covenant that they will promptly so inform the other parties hereto in writingrepresentations and warranties of Global and Seller hereunder. (b) Subject to restrictions contained in confidentiality agreements to which such party is subject with respect to any information relating to any third party, prior to the Closing or termination of this Agreement, Buyer agrees to give to Seller and its legal counsel, accountants, lenders, investment bankers and their representatives, upon reasonable prior notice, reasonable access during normal business hours to its books and records, and shall permit them to consult with management employees of the Buyer and shall furnish to Seller or its authorized representatives such additional information as shall be reasonably requested in order to enable Seller or its representatives to verify the accuracy of the representations and warranties of Buyer contained in this Agreement, to verify that the covenants of Buyer contained in this Agreement have been complied with and to determine whether the conditions set forth in Article VI have been satisfied. No investigation made by Seller or its ---------- representatives hereunder shall affect the representations and warranties of Buyer hereunder. (c) Any information provided to or obtained by Buyer or its representatives representatives, on the one hand, and by Seller and Global or their representatives, on the other hand, pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the applicable Confidentiality Agreement. Global and Seller agree to discharge all the obligations of Former Owner to Buyer under the Confidentiality Agreement dated September 16December 18, 1996 by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law2000. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer and the Company and any of its Subsidiaries to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.

Investigation of Business; Access to Properties and Records. Records Retention. ------------------ (a) After Between the date hereofhereof and the Closing Date, each of the Company and its Subsidiaries Buyer shall afford to representatives of Buyer the other party ("Respective Representatives") reasonable access to their respective offices, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours in order that Buyer such party may continue to have the full opportunity to investigate make such investigations as it desires of the affairs of the Company other party and its Subsidiaries, including access to the properties, plants and facilities of the Company and its Subsidiaries Buyer shall, and shall cause their employees and officers to conduct environmental studies to the extent furnish such data as is reasonably requested by Buyerthe other party's representatives; PROVIDEDprovided, HOWEVERhowever, that such investigation shall be upon reasonable prior written notice and shall not unreasonably disrupt the personnel and operations of the Company or other party. All requests for access shall be made to such representatives of the other party as such party shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that neither party nor its representatives shall contact any of its Subsidiariesthe employees, customers, suppliers, joint venture partners, or other associates or affiliates of the other party in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of the other party. If, at No information or prior knowledge obtained in any investigation pursuant to the Closing, this Section 4.1(a) shall affect or be deemed to modify any party hereto discovers any fact representation or circumstance that would constitute a breach of any representation, warranty, covenant or agreement warranty contained in this Agreement or any circumstance disclosure schedule or condition that upon Closing would constitute such a breach, the conditions to the obligations of the parties hereto covenant that they will promptly so inform to consummate the other parties hereto in writingStock Exchange. (b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business Each of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law. (c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and to the employees of Buyer Stockholders and the Company and any Buyer will hold and will cause their respective employees, agents and representatives to hold in confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its Subsidiaries legal counsel, by other requirements of law, all documents and information concerning the other party furnished to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discovery. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including it in connection with capital market transactionsthe transactions contemplated by this Agreement, filings required pursuant and will not release or disclose such information to federal securities any other person, except its auditors, attorneys, financial advisors and other applicable lawconsultants and advisors in connection with this Agreement who need to know such information. If the transactions contemplated by this Agreement are not consummated, such confidence shall be maintained and, if requested by or on behalf of the furnishing party, the other party will, and will use all reasonable efforts to cause its auditors, attorneys, financial advisors and other consultants, agents and representatives to, return to the furnishing party or destroy all copies of written information so furnished to it or its agents and representatives.

Investigation of Business; Access to Properties and Records. (a) After For a period commencing on the date hereofof this Agreement and ending June 30, 2004 or the earlier termination of this Agreement (the "INSPECTION PERIOD"), Sellers shall, and shall cause the Company to, afford to Purchaser and its Subsidiaries shall afford to representatives of Buyer reasonable access to their respective offices, properties, officers, employees, accountants, auditors counsel, financial advisors and other representativesrepresentatives involved in the transactions contemplated by this Agreement and the Closing Documents (the "PURCHASER REPRESENTATIVES"), books at Purchaser's sole cost and records expense, upon reasonable request during normal business hours in order that Buyer may continue to have the opportunity to investigate the affairs of the Company hours, full and its Subsidiaries, including complete access to the propertiesoffices, plants Assets and facilities Properties, Books and Records, Property Records, and Contracts of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by BuyerCompany; PROVIDEDprovided, HOWEVERhowever, that such investigation shall be conducted in such a manner so as to not unreasonably disrupt cause any unreasonable disruption of or to the personnel and operations of the Company Company. No investigation pursuant to this Section 5.01 shall affect any representations or any of its Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained warranties made in this Agreement or any circumstance of the Closing Documents or condition the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby or thereby; provided that upon Closing any information obtained as a result of any such investigation or diligence shall be subject to the covenant in Section 5.09(b). Purchaser shall hold and shall use commercially reasonable efforts to cause the Purchaser Representatives to hold, in strict confidence all non-public documents and information furnished to Purchaser or the Purchaser Representatives in connection with the transactions contemplated by this Agreement; provided, however, that: (i) Purchaser may disclose any such information to the Purchaser Representatives; and (ii) Purchaser and the Purchaser Representatives may disclose any such information the failure of which to disclose would constitute result in the violation of any Law or in the imposition of any fine, penalty or charge by any Governmental Authority that under authority of Law has required the disclosure or production of such information by Purchaser or any of the Purchaser Representatives; provided further, that in the event that Purchaser or a breachPurchaser Representative is obligated to disclose any such information in order to avoid the violation of any Law or the imposition of any fine, penalty or charge by any Governmental Authority, it shall provide Sellers with such advance notice thereof as may be reasonable under the parties hereto covenant that they will promptly so inform circumstances in order to permit Sellers the other parties hereto in writingopportunity to intervene and seek appropriate relief for the protection of the confidentiality of such information. (b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law. (c) Buyer Purchaser agrees to (i) to hold all of the books material Books and records Records and Property Records of the Company and its Subsidiaries existing received by Purchaser from Sellers on the Closing Date Date, and to not to destroy or dispose of any thereof thereof, for a period of six (6) five years from commencing on the Closing Date or such longer time period as may be required by lawLaw, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date Date, to afford MLCP (or MLCP's successors or assigns)Sellers, its their accountants and counsel, at Sellers' sole cost and expense, upon reasonable request, during normal business hours, full and complete access to such books, records Books and other data and to the employees of Buyer and the Company and any of its Subsidiaries Records to the extent that such access may be reasonably required requested for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses)purpose; PROVIDEDprovided, HOWEVERhowever, that nothing herein such access shall limit be provided in such a manner so as to not cause any unreasonable disruption of MLCP's or any Seller's rights to the personnel and operations of discoveryPurchaser and the Company. (dc) The Company agrees In the event that this Agreement is terminated in accordance with its terms, each party shall promptly destroy or redeliver to provide the other all non-public written material provided pursuant to this Section 5.01 and shall not retain any copies, extracts or other reproductions in whole or in part of such financial written material. In such event, all documents, memoranda, notes and other relevant writings prepared by Purchaser based on the information as Buyer may reasonably request with respect in such material shall also be destroyed (and Purchaser shall use commercially reasonable efforts to cause the Company and its Subsidiaries in connection withPurchaser Representatives to similarly destroy their documents, among other thingsmemoranda, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities notes and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable lawwritings).

Investigation of Business; Access to Properties and Records. (a) After the date hereofhereof until the Closing Date, each party hereto shall continue to afford to representatives of the Company other parties hereto full access (and its the Sellers shall cause the Companies and Subsidiaries shall to continue to afford to representatives of Buyer reasonable access full access), to their respective offices, properties, officers, employees, accountantssuppliers, auditors customers, distributors, auditors, environmental auditors, counsel, financial advisors and other representativesagents, books offices, plants, warehouses, properties, books, contracts and records (including environmental surveys and accountant's workpapers), during normal business hours hours, in order that Buyer such party may continue to have the full opportunity to investigate make such investigations as it desires of the affairs of the Company Companies and its SubsidiariesSubsidiaries or Buyer, including access to as the propertiescase may be; provided, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVERhowever, that such investigation shall not unreasonably disrupt the personnel and operations of the Company or any of its Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breachCompanies, the parties hereto covenant that they will promptly so inform Subsidiaries or Buyer, as the other parties hereto in writingcase may be. (b) Any After the date hereof until the Closing Date or the date of termination of this Agreement, if earlier, Sellers will continue to supply Buyer with all relevant documents and information for use in connection with Buyer's investigation contemplated hereby. Such material, including the materials provided prior to the date hereof, is hereinafter referred to as "Evaluation Material." Buyer or its representatives pursuant to this Agreement shall be held by Buyer agrees that it and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall will hold in confidence all knowledge and information of a secret or confidential nature any Evaluation Material in accordance with respect to the business of Buyer's Confidentiality Agreement. If the Company and transactions contemplated by this Agreement are not consummated, the Subsidiaries and shall not disclose or publish the same without the consent provisions of the Buyer, except 's Confidentiality Agreement shall survive and shall apply to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by lawEvaluation Materials. (c) At the Closing or as soon thereafter as practicable, but in no event later than three days after the Closing Date, Sellers will deliver or cause to be delivered to Buyer agrees to (i) hold all corporate records of the Companies and the Subsidiaries, and all other original (or copies thereof, if originals are not immediately available) agreements, documents, books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns), its accountants and counsel, during normal business hours, full access to such books, records and other data and relating to the employees Business in the possession of Buyer and the Company and any of its Subsidiaries Sellers or their respective Affiliates to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit not then in the possession of any of MLCP's the Companies or any Seller's rights of discoverythe Subsidiaries. (d) The Company agrees Sellers agree to provide such financial and other relevant information as Buyer may reasonably request maintain confidentiality set forth in the Sellers' Confidentiality Agreement, including with respect to "Evaluation Material" as defined in the Company and its Subsidiaries in connection withSellers' Confidentiality Agreement supplied after the date hereof, among other thingsat all times, capital market on the terms thereof, which are incorporated by reference herein. If the transactions and any disclosure obligations contemplated by this Agreement are not consummated, the provisions of the Buyer or its Affiliates under federal securities Sellers' Confidentiality Agreement shall survive and other applicable law and that, upon reasonable advance written notice shall apply to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law"Evaluation Material."

Investigation of Business; Access to Properties and Records. (a) After the date hereofhereof and through the Closing Date, the Company Seller shall, and shall cause each of its Subsidiaries shall Affiliates to, afford to representatives of Buyer reasonable access to their respective offices, plants, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours hours, in order that Buyer may continue to have the full opportunity to investigate make such investigations as it desires of the affairs of the Company and its Subsidiaries, including Business. All requests for access to the offices, plants, properties, plants books, and facilities records relating to the Business shall be made to such representatives of the Company Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that Buyer (and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDEDrepresentatives) may, HOWEVERin its discretion, that such investigation shall not unreasonably disrupt the personnel and operations contact customers, suppliers, joint venture partners, or other associates or Affiliates of the Company Seller or any of its Subsidiaries. IfAffiliates, at or prior to in connection with the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writingtransactions contemplated hereby. (b) Buyer will continue its pre-acquisition review of the books, records and facilities of SPT NV and its investments. Seller and its Affiliates will use their best efforts to provide Buyer and its representatives, or cause Buyer and its representatives to be provided with, as soon as reasonably practicable, the access and information requested by Buyer under paragraph (a) of this Section in connection with such review. Buyer shall use its best efforts to act promptly to conclude such review after the date hereof and Buyer shall notify Seller at the conclusion of such pre-acquisition investigation of all matters then known to Buyer, which, in the reasonable judgment of Buyer, are of such significance as to be reasonably likely to materially and adversely affect the business, assets, financial condition or results of operations of SPT NV and its subsidiaries, taken together, and Buyer shall have the right to terminate this Agreement as set forth in Section 12.1(e), notwithstanding the fact that such matters may have been disclosed in the Schedules to this Agreement. (c) Any information Relating to the Business provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement Agreement, dated September 16November 5, 1996 1993, by and between Seller and Buyer (the Company and Universal Outdoor Holdings"Confidentiality Agreement"); provided, Inc.however, which is hereby incorporated that confidentiality provisions in this the Confidentiality Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect relating to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach terminate and be of no further force or effect as of the Agreement by such Closing; provided, further, however, that Seller or except as otherwise required by lawwill treat confidentially any information Relating to the Business until the third anniversary of the Closing. (cd) Except as provided in Section 7.7(b), Buyer agrees to (i) to hold all of the books and records of the Company and its Transferred Subsidiaries existing on the Closing Date or included in the Assets and not to destroy or dispose of any thereof for a period of six (6) seven years from the Closing Date or such longer time as may be required by lawDate, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) at any time and from time to time following the Closing Date to afford MLCP (or MLCP's successors or assigns)Seller, its accountants and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data and to the employees of Buyer and engaged in the Company and Business or any of its Subsidiaries successor thereto to the extent that such access may be reasonably required for any legitimate purpose at no cost to MLCP (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of MLCP's or any Seller's rights of discoveryrequested. (d) The Company agrees to provide such financial and other relevant information as Buyer may reasonably request with respect to the Company and its Subsidiaries in connection with, among other things, capital market transactions and any disclosure obligations of the Buyer or its Affiliates under federal securities and other applicable law and that, upon reasonable advance written notice to the Company, such financial and other relevant information may be disclosed by Buyer and its Affiliates to the extent reasonably appropriate, including in connection with capital market transactions, filings required pursuant to federal securities and other applicable law.