Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) At the reasonable request of the Purchaser, the Company shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said section.

Access; Confidentiality. (a) At During the reasonable request of Interim Period, to the Purchaserextent permitted by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent shall give cause the officersCompany Subsidiaries and the Parent Subsidiaries, attorneysrespectively, accountants and their respective Representatives to, afford to the other authorized representatives Party and its Representatives reasonable access (including for the purpose of the Purchaser access, coordinating transition planning) during normal business hours and upon reasonable notice, advance notice to all of the Company'stheir respective properties, and the Subsidiaries' offices, facilitiesbooks, properties contracts, commitments and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company records and its Subsidiaries as such representatives may reasonably request and cause the employeesto their officers, accountants, independent accountants manager’s employees, counsel and attorneys other Representatives, and those of the Company and its Subsidiaries to cooperate fully with or the Parent Subsidiaries, as applicable, and, during such representatives in connection with such review and examination and to period, each Party shall reasonably promptly make full disclosure available to the Purchaser of all material facts other Party, such information (financial or otherwise) concerning its business and properties as such other Party may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to meetings or deliberations of its board of trustees (or an authorized committee thereof) or communications among the members thereof or with their Representatives, (B) relating to the consideration, negotiation or performance of this Agreement and related agreements, (C) the disclosure of which would violate any Law, legal duty or contractual obligation (in the case of a contractual obligation, which is in effect on the date hereof) of the Party or any of its Subsidiaries; Representatives to any third party (provided, however, that the Purchaser will hold withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in strict confidence violation of any Law, legal duty or contractual obligation and provided, further, however that this subclause (C) shall not use for its own benefit (other than in connection with the transactions contemplated by this apply to any contractual obligation pursuant to an Acceptable Confidentiality Agreement), prior to the Closing, the documents and information or (including all evaluation material relating to employeesD) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser would jeopardize attorney work product or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party heretoattorney-client privilege. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by the obligations Each of the Purchaser set forth Parties will hold, and will cause its Representatives and Affiliates to hold, and will use its reasonable best efforts to cause any Financing providers to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in Section 5.1(a) confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement as if it were the Purchaser for purposes of said sectionsuch Party was a “Recipient” as defined therein.

Access; Confidentiality. (a) At During the reasonable request period from the date of this Agreement to the earlier of the PurchaserClosing and the date that this Agreement is terminated in accordance with its terms (the “Pre-Closing Period”), the Company Buyer shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser be entitled to reasonable access, during normal business hours and upon reasonable noticeadvance notice to Seller, to all premises, properties, personnel, records and contracts relating to the Company Business (for the sole purpose of evaluating the Company Business), and Seller shall cooperate to the extent such access does not unreasonably interfere with the operations, activities and employees of Seller or the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold foregoing access right shall not include the right to have access to any information the disclosure of which is restricted by contract or applicable Law or which could result in strict confidence and not use for its own benefit (other than the waiver of any legal privileges. Except in connection with the transactions response to a request contemplated by the first sentence of this AgreementSection 7.4(a), prior to during the ClosingPre-Closing Period, the documents Buyer shall not, and information (including all evaluation material relating to employees) furnished to the Purchaser concerning shall cause its representatives and agents not to, contact or hold discussions with any suppliers, customers, vendors, licensors, licensees or employees of Seller or the Company and its Subsidiaries; and, if regarding the transactions contemplated by this Agreement or the Company Business without the prior written consent of Seller (which consent shall not be consummatedunreasonably withheld, such confidence shall be maintained delayed or conditioned), and all such documents and all copies thereof shall promptly thereafter be returned to in any event only with the Company. The Purchaser further agrees that it shall be responsible for any breach participation of this Section 5.1 by any representatives of its officers, attorneys, accountants and other authorized representativesSeller or the Company as determined in the sole discretion of Seller. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 7.4, shall affect any representation, representation or warranty by the Company or closing Seller in this Agreement or any condition to the obligations of any party heretoBuyer hereunder. (b) Chilmark Fund IIBuyer and its representatives shall hold any information furnished to it or its representatives pursuant to Section 7.4(a) in accordance with that certain letter agreement, L.P. dated as of April 12, 2011, by and between Seller and Parent ("Chilmark") agrees that it shall be bound by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said section“Confidentiality Agreement”).

Access; Confidentiality. (a) At all times during the reasonable request period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Purchasertermination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall give the officersafford Parent and its financial advisors, attorneysbusiness consultants, legal counsel, accountants and other authorized agents and representatives of the Purchaser access, reasonable access during normal business hours and hours, upon reasonable notice, to all the properties, books and records and personnel of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (ii) access to such documents or information would give rise to a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by Parent in strict confidence and not use for its own benefit (other than in connection with any investigation conducted pursuant to the transactions access contemplated by this Agreement)Section 6.05 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. If the Company does not provide access or information in reliance on the preceding sentence, prior it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the Closing, the documents and information (including all evaluation material relating to employees) furnished extent possible. Any investigation conducted pursuant to the Purchaser concerning access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries; and, if the transactions contemplated by . Nothing in this Section 6.05 or elsewhere in this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned construed to require the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by , any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser Subsidiaries or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition Representatives of any party heretoof the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component. (b) Chilmark Fund IIThe terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, L.P. ("Chilmark") agrees that it shall be bound business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.05. Except for disclosures expressly permitted by the obligations terms of the Purchaser set forth Confidentiality Agreement, each of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in Section 5.1(a) as if it were confidence in accordance with the Purchaser for purposes of said sectionConfidentiality Agreement.

Access; Confidentiality. (a) At the reasonable request of the PurchaserPrior to Closing, the Company shall each party hereto shall: (i) give the officersother party hereto and its respective Representatives reasonable access to its and its Subsidiaries’ offices, attorneysproperties, accountants books and records, (ii) furnish to the other party hereto, and its Representatives such financial and operating data and other authorized representatives of information as such Persons may reasonably request, (iii) instruct its Representatives and its Subsidiaries’ Representatives to cooperate with the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company'sother party hereto in connection therewith, and (iv) cooperate in good faith with the Subsidiaries' officesother party hereto, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives Representatives (including in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its SubsidiariesParent’s transition planning activities); provided, however, that (A) the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach provision of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives access pursuant to this Section 5.1 9.4 shall be during normal business hours, following a reasonable advance request for such access and shall not interfere unreasonably with the conduct of the business of any Person; (B) the party requesting such access shall reimburse the other party promptly for any reasonable out-of-pocket expenses it incurs in complying with any such request; and (C) the provision of access pursuant to this Section 9.4 shall, in the case of any Person other than a party or its employees, be conditioned on (x) any such Person entering into an agreement in favor of the other party hereto on terms no less favorable to such party than the Confidentiality Agreement, dated June 2, 2009, by and between Parent and Company (the “Confidentiality Agreement”) or (y) as an alternative in the case of a Representative of a party, such Representative having agreed to comply with the terms of the Confidentiality Agreement protecting the other party’s information. No information or knowledge obtained in any investigation pursuant to this Section 9.4 shall be deemed to modify or affect any representation, representation or warranty or closing condition of made by any party heretohereunder. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it All information provided pursuant to this Agreement shall be bound by remain subject in all respects to the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionConfidentiality Agreement.

Access; Confidentiality. (a) At Parent and the reasonable request Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the PurchaserNon-Disclosure Agreement, which shall survive the termination of this Agreement in accordance with the terms set forth therein. (b) Subject to the Non-Disclosure Agreement and applicable Law relating to the sharing of information, the Company shall, and shall give cause its Subsidiaries to, (i) provide Parent and Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, from time to time prior to the earlier of the Effective Time or the termination of this Agreement, reasonable access upon prior notice during normal business hours to the officers, attorneysemployees, accountants accountants, agents, offices, properties, books, contracts and records of the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information (in each case, to the extent in the actual possession of the Company or its Subsidiaries) as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with Parent in its investigation of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries Subsidiaries. Any investigation pursuant to this Section 6.5 shall be conducted in such manner as such representatives may reasonably request and cause not to interfere unreasonably (x) with the employees, accountants, independent accountants and attorneys conduct of the business of the Company and its Subsidiaries to cooperate fully and (y) with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning prompt discharge by the Company Company’s and its Subsidiaries; provided’ employees of their duties. Parent shall, howeverand shall cause Parent’s Affiliates and Representatives to hold any non-public information received from the Company, that the Purchaser will hold its Affiliates or Representatives, directly or indirectly, in strict confidence and not use for its own benefit (other than in connection accordance with the transactions contemplated by this Non-Disclosure Agreement. The Company shall be entitled to have a Representative accompany Parent, Merger Sub and their respective Representatives at all times. (c) Notwithstanding Section 6.5(a), prior neither the Company nor its Subsidiaries shall be required to the Closing, the documents and provide access to or to disclose any information (including all evaluation material relating to employeesi) furnished to where such access or disclosure could jeopardize the Purchaser concerning attorney-client privilege or work product privilege of the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives Subsidiaries or contravene any Law or (ii) to the extent that outside counsel to the Company advises that such access or disclosure should not be permitted or made in order to ensure compliance with any applicable Law. (d) Parent shall not (and shall cause Parent’s Representatives not to) use any information obtained pursuant to this Section 5.1 6.5 for any purpose unrelated to the consummation of the Transactions and shall affect hold confidential all information which it has received or to which it has gained access pursuant to this Section 6.5 in accordance with the Non-Disclosure Agreement. Further, Parent shall cause any representationrepresentative of Parent or Merger Sub who is not a party to the Non-Disclosure Agreement, warranty or closing condition of any party hereto. (b) Chilmark Fund IIupon request by the Company, L.P. ("Chilmark") agrees that it shall to execute a joinder to such Non-Disclosure Agreement and agree to be bound by the obligations of terms and conditions thereof. The parties hereto acknowledge and agree that the Purchaser set forth Non-Disclosure Agreement shall remain in Section 5.1(afull force and effect. (e) as if it were No investigation shall affect the Purchaser for purposes of said sectionCompany’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement.

Access; Confidentiality. (a) At Seller shall cause the Company prior to the Closing to (i) give Buyer and its authorized representatives, upon reasonable request advance notice and during regular business hours, reasonable access to all books, records, Tax Returns, personnel, representatives, officers and other facilities and properties of the PurchaserCompany and Company Subsidiaries, (ii) permit Buyer to make such copies and inspections thereof, upon advance notice and during regular business hours, as Buyer may reasonably request and (iii) cause the officers of the Company and Company Subsidiaries to furnish Buyer with such financial and operating data and other information with respect to the business and properties of the Company that Buyer may from time to time reasonably request; provided, however, that any such access shall be conducted at Buyer’s expense, at a reasonable time, under the supervision of Seller’ or the Company’s personnel and in such a manner as to not unreasonably interfere with the normal operations of the business of Seller or the Company. (b) Buyer hereby acknowledges that any information provided or made available to it by or on behalf of Seller, the Company or any Company Subsidiary pursuant to this Section 5.2 shall give be deemed “Evaluation Material” within the officersmeaning of the Confidentiality Agreement and shall be treated as confidential by Buyer, attorneysand Buyer shall cause its Affiliates, accountants and other authorized representatives of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all whom such information concerning is provided or made available to treat it as confidential, in accordance with the Company Confidentiality Agreement. (c) From and its Subsidiaries as such representatives may reasonably request after the Closing, Parent, Seller and cause their controlled Affiliates shall not disclose, furnish or make available to any Person (other than the directors, officers, employees, accountantsAffiliates, independent accountants representatives and attorneys agents of Parent, Seller and such Affiliates who need to know such information in connection with the performance of their services or duties to, or their ownership of or affiliation with, Parent, Seller and/or their respective Affiliates) or utilize any nonpublic information of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold provisions of this Section 5.2(c) shall not apply to any such information that (i) is disclosed or made available to the public other than by Parent, Seller or its controlled Affiliates in strict confidence breach of the provisions of this Section 5.2(c) or (ii) is required to be disclosed by Law or in connection with filings with any Governmental Entity, provided that, if permitted by Law and not use for its own benefit to the extent reasonably practicable, prior to any such required disclosure (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employeesany such filing) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof Seller shall promptly thereafter be returned to notify Buyer thereof so that Buyer may, at its sole expense, seek a protective order or other appropriate remedy in respect of such required disclosure. Parent, Seller and their controlled Affiliates shall keep the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants terms and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by the obligations conditions of the Purchaser set forth in Section 5.1(a) Commitment Letter confidential except as if it were the Purchaser for purposes of said sectionmay be required to be disclosed by Law.

Access; Confidentiality. (a) At the reasonable request of ----------------------- the Purchaser, the Company shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use -------- ------- for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be --------- bound by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said section.

Access; Confidentiality. (a) At During the reasonable request Interim Period, to the extent permitted by applicable Law, the Company, on the one hand, and Parent, on the other hand, shall, and the Company and Parent shall cause each of the Purchaserother Parent Entities and the other Company Entities, respectively, to, afford to the Company shall give other Parties and to their respective Representatives reasonable access (including for the officers, attorneys, accountants and other authorized representatives purpose of the Purchaser access, coordinating transition planning) during normal business hours and upon reasonable notice, advance notice to all of their and their respective Subsidiaries’ respective properties, offices, books, contracts, commitments, personnel and records and to its and its respective Subsidiaries’ officers, accountants, manager’s employees, counsel and other Representatives, and, during such period, each Party shall reasonably promptly make available to the Company'sother Party, subject, in the case of competitively sensitive information, to any “clean-room” arrangements agreed between the Parties, (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws, and the Subsidiaries' offices, facilities(ii) all other information (financial or otherwise) concerning its business, properties and personnelpersonnel as such other Party may reasonably request. The Notwithstanding the foregoing, neither the Company will furnish nor the representatives Parent Parties shall be required by this Section 7.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) relating to the consideration, negotiation and performance of this Agreement and related agreements, (B) the disclosure of which would violate any Law or legal duty of the Purchaser with all such information concerning the Company and Party or any of its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; Representatives (provided, however, that the Purchaser withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or statutory duty) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Parties will hold in strict confidence use its reasonable best efforts to minimize any disruption to the businesses of the other parties that may result from the requests for access, data and not use for its own benefit (information hereunder. Notwithstanding any other than in connection with the transactions contemplated by provision of this Agreement), each Party agrees that it will not, and will cause its Representatives not to, prior to the ClosingEffective Time, the documents and use any information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives obtained pursuant to this Section 5.1 7.1 for any competitive or other purpose unrelated to the consummation of the Merger, the other Transactions, the Financing or the Healthcare Properties Sale. Prior to the Effective Time, neither Party shall, and shall affect cause their respective Representatives and Affiliates not to, contact or otherwise communicate with third parties with which the other Party has a business relationship (including tenants/subtenants) regarding the business of the other Party and its Subsidiaries without the prior written consent of the other Party (provided that, for the avoidance of doubt, nothing in this Section 7.1 shall be deemed to restrict any representation, warranty or closing condition of any party heretoParty and their respective Representatives and Affiliates from contacting such parties in pursuing its own business in the ordinary course). (b) Chilmark Fund IIUnless and until the Closing occurs, L.P. ("Chilmark") agrees that it shall be bound by the obligations each of the Purchaser set forth Parties will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.1, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Company Confidentiality Agreement and the Parent Confidentiality Agreement. (c) Notwithstanding the foregoing in this Section 7.1, Parent and its Affiliates and Representatives may disclose to the Financing Sources, SNH and their Representatives, and Parent and its Affiliates and Representatives and the Financing Sources, SNH and their Representatives may use, any such information regarding the Company and the Company Subsidiaries and their business, this Agreement, the Transactions and the Healthcare Properties Sale and documents related thereto, and the Company shall, and shall cause each of the other Company Entities to, afford the Financing Sources, SNH and their Representatives access to the Company’s and the Company Subsidiaries’ properties, offices, books, contracts, commitments, personnel and records and officers, accountants, manager’s employees, counsel and other Representatives as described in Section 5.1(a7.1(a), in each case, in connection with the Financing, any Alternate Financing or other alternative financing in connection with the Transactions or the Healthcare Properties Sale, including as part of the due diligence investigation by (i) the Financing Sources and their Representatives, for preparation of Offering Materials, and during syndication or marketing of the Financing, Alternate Financing or other alternative financing in connection with the Transactions or (ii) SNH and its lenders and Representatives; provided, however, in each case, that the Financing Sources or SNH, as if it were applicable, shall first have entered into customary confidentiality undertakings with respect to such information (which may, in the Purchaser for purposes case of said sectionthe Financing Sources, include through a notice and deemed undertaking in a form customarily used in Offering Materials).

Access; Confidentiality. (a) At Subject to restrictions contained in confidentiality agreements, applicable Law to which the Company is subject, and as reasonably necessary to preserve attorney-client privilege, upon reasonable request of the Purchaser, prior written notice the Company shall give (and shall cause each of the Transferred Subsidiaries to) afford the officers, attorneyscounsel, accountants accountants, financing sources and other authorized representatives (“Representatives”) of the Purchaser Parent reasonable access, during normal business hours and upon reasonable noticeduring the period prior to the Effective Time, to all its properties, books, and records and appropriate individuals as it may reasonably request (including employees, attorneys, accountants, environmental consultants and other professionals), and during such period, the Company shall (and shall cause each of the Company's, and the Subsidiaries' offices, facilitiesTransferred Subsidiaries to) furnish promptly to Parent such information concerning its business, properties and personnelpersonnel as Parent may reasonably request. The Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business, properties or operations of the Company or the Transferred Subsidiaries or otherwise result in the unreasonable interference with the discharge by such employees of their normal duties. Newco will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.3 for any purpose unrelated to the consummation of the Transactions. (b) Prior to the Closing Date, each of Parent and the Company will furnish the hold and treat and will cause its officers, employees, auditors and other authorized representatives of the Purchaser with to 41 hold and treat in confidence all such documents and information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement)Transactions in accordance with the Confidentiality Agreement dated August 1, prior to the Closing2004, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning between the Company and its Subsidiaries; andParent (the “Confidentiality Agreement”), if the transactions contemplated by this which Confidentiality Agreement shall not be consummatedremain in full force and effect in accordance with its terms, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to except for matters which the Company. The Purchaser further agrees that it shall be responsible for any breach of this parties publicly disclose under Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto6.5. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said section.

Access; Confidentiality. (a) At Between the reasonable request date of this Agreement and the Closing, the Seller shall cause the Company to, and the Company shall, (i) with the prior consent of the PurchaserSeller, afford Purchaser and its authorized representatives reasonable access to the officers, employees, agents, properties, offices, plants and other facilities, books, and records, auditor's work papers, (ii) with the prior consent of the Seller, permit Purchaser to contact customers and vendors of the Company, (iii) permit Purchaser to make such inspections and to make copies of such books and records as it may reasonably require and (iii) furnish Purchaser with such financial and operating data and other information as Purchaser may from time to time reasonably request. From the date hereof until the time of Closing, the Company shall give the officers, attorneys, accountants provide Purchaser with monthly and other financial statements of the Company as they become available internally at the Company. Purchaser and its authorized representatives of shall conduct all such inspections in a manner that is reasonably designed to limit disruptions to the Purchaser access, during normal business hours and upon reasonable notice, to all operations of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (b) Chilmark Fund IIExcept as required by applicable law or governmental entity, L.P. the Company and the Seller shall not, and shall not permit any of their respective affiliates or representatives to, ("Chilmark"i) agrees that it shall be bound by make any public announcement in respect of this Agreement or the obligations Transactions, (ii) discuss or disclose the contents and/or existence of this Agreement or the Transactions, or (iii) discuss the nature of the Transactions or any other matter, directly or indirectly, relating to this Agreement, other than with their respective attorneys, accountants or other consultants in connection with negotiations, discussions, and consultations regarding the Transactions, without the prior written consent of Purchaser. Company and the Seller agree to cooperate with Purchaser, as necessary, at or following the Closing in making a public announcement in respect of this Agreement and the Transactions as required by law, as determined by Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionits sole discretion.

Access; Confidentiality. (a) At Upon reasonable advance notice to the reasonable request Seller and subject to the prior written consent of the Purchaser▇▇▇▇▇▇▇ ▇▇▇▇, which shall not be unreasonably withheld, the Company Seller shall give the officers, attorneys, accountants afford Purchaser and other authorized representatives of the Purchaser its Representatives reasonable access, during normal business hours and upon reasonable noticethroughout the period prior to the Closing, to all the properties, books, contracts and records of the Company'sCompany and, during such period, shall furnish promptly to Purchaser and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with its Representatives all such information concerning the Company business, properties, assets, contracts, Permits, results of operations and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys personnel of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiariesas may reasonably be requested; provided, however, that the Seller may restrict the foregoing access to the extent that (i) in the reasonable judgment of the Seller, any law, treaty, rule or regulation of any Governmental Entity applicable to the Seller or the Company requires the Seller or the Company to restrict or prohibit access to any such properties or information, (ii) in the judgment of the Seller, the information is subject to confidentiality obligations to a third party, (iii) such disclosure would result in disclosure of any Trade Secrets of third parties, or (iv) disclosure of any such information or document could result in the loss of attorney-client privilege; provided, however, that with respect to this clause (iv), the Seller and/or its counsel shall use their reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to avoid the loss of attorney-client privilege; and provided further that as a condition to such access, Purchaser hereby agrees (x) that Purchaser and its Representatives shall not interfere with the operations of the properties, (y) to pay for the cost to repair any damage caused by Purchaser or its Representatives and (z) to indemnify, defend and hold the Seller and its Affiliates harmless with respect to any personal injury or property damage arising from or relating to entry on the Owned or Leased Real Property by Purchaser or its Representatives. All requests by Purchaser and its Representatives for information and access made pursuant to this Section 5.5 shall be made in writing directed to ▇▇▇▇▇▇▇ ▇▇▇▇. Further, Purchaser shall not contact any supplier, customer or vendor of the Company or the Seller without obtaining prior written consent of an executive officer of the Seller. (b) The parties hereto will hold any such information in strict confidence pursuant to the terms of the Confidentiality Agreement. The parties hereto will continue to abide by the terms of that certain confidentiality agreement, dated November 19, 2010, between the Seller and not use for its own benefit Purchaser (other than in connection with the transactions contemplated “Confidentiality Agreement”), the terms of which are incorporated by reference into this Agreement), and which terms shall survive until the Closing, at which time the Confidentiality Agreement will terminate; provided, however, that if this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect. Beginning on the date of this Agreement, neither the Company, the Seller, nor any of their respective Affiliates, will waive any right under any other nondisclosure agreement previously entered into by the Company or the Seller and any other Person with respect to evaluation of the sale of the Company without the prior written consent of Purchaser. (c) From and after the Closing, Purchaser shall preserve and retain all information and books and records of the Company, including accounting, legal, personnel, auditing and other books and records and any documents and information (including all evaluation material relating to employees) furnished any governmental or non-governmental claims, actions, suits, Proceedings or investigations with respect to the Company on or prior to the Closing Date in a manner consistent with the document retention policy of Purchaser concerning made available to the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned prior to the Company. The Purchaser further agrees that it shall be responsible Closing. (d) In the event and for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by so long as the Purchaser Seller or any of its representatives Affiliates is contesting or defending against or prosecuting any third-party charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand relating to the indemnification matters provided for in Section 8.2, Purchaser will (and will cause its Affiliates to) use all reasonable efforts to (i) fully cooperate with the Seller, its Affiliates and their respective Representatives in, and, subject to Section 5.5(e), assist the Seller, its Affiliates and their respective Representatives with, the contest, defense or prosecution, (ii) make available its personnel (including for purposes of fact finding, consultation, interviews, depositions and, if required, as witnesses), and (iii) provide such information, testimony and access to its books and records, in each case as shall be reasonably requested in connection with the contest, defense or prosecution. (e) The Seller shall reimburse Purchaser for reasonable out-of-pocket costs and expenses incurred in connection with assisting the Seller pursuant to subsection (d) of this Section 5.5 at the request of the Seller, its Affiliates and their respective Representatives. No party shall be required by this Section 5.5 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. Any information received by any party pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it 5.5 shall be bound by subject to the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionConfidentiality Agreement.

Access; Confidentiality. (a) At Prior to the reasonable request of the PurchaserClosing, each Signing Stockholder shall use its best efforts to cause the Company shall to (i) give the officersPurchaser and its authorized representatives reasonable access to all books, attorneysrecords, accountants personnel, offices and other authorized representatives facilities and properties of the Purchaser access, during normal business hours and upon reasonable notice, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries the Company Subsidiaries, including for purposes of conducting any financial or operational audit or any environmental site assessment work, (ii) permit Purchaser to make such copies and inspections thereof as such representatives Purchaser may reasonably request and (iii) cause the employees, accountants, independent accountants officers of the Company to furnish Purchaser with such financial and attorneys operating data and other information with respect to the business and properties of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company Subsidiaries as Purchaser may from time to time reasonably request; provided that any such access shall be conducted at Purchaser’s expense, at a reasonable time, and its Subsidiaries; provided, however, that in such a manner as to maintain the Purchaser will hold in strict confidence confidentiality of this Agreement and the Transactions and not use for its own benefit (other than in connection to interfere with the transactions contemplated by this Agreement), prior to normal operation of the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to business of the Company. The Purchaser further agrees that it For the avoidance of doubt, no Signing Stockholder shall be responsible or liable (x) for any the failure of the Company to provide such reasonable access if such Signing Stockholder has used its best efforts as a shareholder, director and/or officer of the Company to cause the Company to provide such access or (y) for the breach of this Section 5.1 section by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party heretoanother Signing Stockholder. (b) Chilmark Fund IIThe provisions of the Confidentiality Agreement shall remain binding and in full force and effect. The information contained herein, L.P. ("Chilmark") agrees that it in the Disclosure Schedule or delivered to USHIFU, Purchaser or their authorized representatives pursuant hereto shall be bound by deemed to be Confidential Information (as defined and subject to the obligations of exceptions contained in the Purchaser set forth Confidentiality Agreement) until the Closing. Except as otherwise provided in Section 5.1(a) 4.4, each of USHIFU, Purchaser and the Signing Stockholders shall cause its respective consultants, advisors and representatives to treat the terms of this Agreement after the date hereof as if it were strictly confidential (unless compelled to disclose by judicial or administrative process or, in the Purchaser for purposes opinion of said sectionlegal counsel, by other requirements of applicable Law).

Access; Confidentiality. (a) At From the date hereof until the Closing and subject to the requirements of applicable Laws, BHI shall (i) give to GE and its Representatives reasonable request of the Purchaser, the Company shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser access, access during normal business hours to the offices, properties, books and upon reasonable noticerecords of BHI and the BHI Subsidiaries, (ii) furnish to all GE and its Representatives such financial and operating data and other information as GE may reasonably request, and (iii) instruct its and the BHI Subsidiaries’ Representatives to cooperate reasonably with GE in its investigation of BHI and the BHI Subsidiaries, except that nothing herein shall require BHI or any BHI Subsidiary to disclose any information that would cause a risk of a loss of privilege to BHI or any BHI Subsidiary. Notwithstanding this ‎Section 7.06, no party nor its Representatives shall have the right to conduct environmental sampling on any of the Company's, and properties owned or operated by the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and other party or its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No Any investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 ‎Section 7.06(a) shall affect any representation, warranty be conducted in such manner as not to interfere unreasonably with the conduct of the business of BHI or closing condition of any party heretothe BHI Subsidiaries. (b) Chilmark Fund II, L.P. ("Chilmark") agrees Each of GE and BHI acknowledges that the information provided to it shall be bound by and its Representatives in connection with this Agreement and the obligations Transactions is subject to the terms of the Purchaser Confidentiality Agreement between GE Oil & Gas UK Limited and BHI, dated as of May 17, 2016 (as amended or modified from time to time, the “Confidentiality Agreement”). The terms of the Confidentiality Agreement are hereby incorporated by reference. The Confidentiality Agreement shall terminate at the Closing. (c) No investigation by and of the parties or their respective Representatives made pursuant to this ‎Section 7.06 shall modify, nullify, amend or otherwise affect the representations, warranties, covenants or agreements of the other set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionthis Agreement.

Access; Confidentiality. (a) At Between the reasonable request date of this Agreement and the Closing, the Sellers shall cause the Company to, and the Company shall, (i) with the prior consent of the PurchaserSellers, afford Purchaser and its authorized representatives reasonable access to the officers, employees, agents, properties, offices, plants and other facilities, books, and records, auditor's work papers, (ii) with the prior consent of the Sellers, permit Purchaser to contact customers and vendors of the Company, (iii) permit Purchaser to make such inspections and to make copies of such books and records as it may reasonably require and (iii) furnish Purchaser with such financial and operating data and other information as Purchaser may from time to time reasonably request. From the date hereof until the time of Closing, the Company shall give the officers, attorneys, accountants provide Purchaser with monthly and other financial statements of the Company as they become available internally at the Company. Purchaser and its authorized representatives of shall conduct all such inspections in a manner that is reasonably designed to limit disruptions to the Purchaser access, during normal business hours and upon reasonable notice, to all operations of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (b) Chilmark Fund IIExcept as required by applicable law or governmental entity, L.P. the Company, Sellers, and Purchaser shall not, and shall not permit any of their respective affiliates or representatives to, ("Chilmark"i) agrees that it shall be bound by make any public announcement in respect of this Agreement or the obligations Transactions, (ii) discuss or disclose the contents and/or existence of this Agreement or the Transactions, or (iii) discuss the nature of the Transactions or any other matter, directly or indirectly, relating to this Agreement, without the prior written consent of Purchaser. Company and the Sellers agree to cooperate with Purchaser, as necessary, at or following the Closing in making a public announcement in respect of this Agreement and the Transactions as required by law, as determined by Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionits sole discretion.

Access; Confidentiality. (a) At Between the reasonable request of date hereof and the PurchaserClosing, the Company Seller Parties shall give (i) afford the officersPurchaser Parties and their authorized representatives full and complete access to the employees, attorneys(including the Business Employees) medical staff, accountants and other authorized agents and representatives of the Purchaser access, Seller Parties relating to the Business and during normal business working hours and upon reasonable notice, to all books, records, offices and other facilities of the Company'sSeller Parties relating to the Business, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of (ii) permit the Purchaser with all Parties to make such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination inspections and to make copies of such books and records as they may reasonably require and (iii) furnish the Purchaser Parties with such financial and operating data and other information related to the Business or the Seller Parties as the Purchaser Parties may from time to time reasonably request. The Purchaser Parties and their authorized representatives shall conduct all such inspections under the supervision of personnel of the Seller Parties in a manner that will minimize disruptions to the business and operations of the Seller Parties and in a manner as to maintain the confidentiality of this Agreement. (b) The Purchaser Parties and their authorized representatives (including their designated engineer, architects, surveyors and/or consultants) may, upon reasonable notice and at any time enter into and upon all or any portion of the Real Property in order to investigate and assess, as the Purchaser Parties deem necessary or appropriate in their sole and absolute discretion, the condition (including the structural and environmental condition) of the Assets. The Seller Parties shall cooperate with the Purchaser Parties and their authorized representatives in conducting such investigation, shall allow, the Purchaser Parties and their authorized representatives full disclosure access to the Assets, together with full permission to conduct such investigation, and shall provide to the Purchaser Parties and their authorized representatives all information maintained by the Seller Parties and related to the condition of the Assets, including the Real Property, and all material facts concerning plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the Company possession of or reasonably available to the Seller Parties or any of their engineers, consultants or agents and its Subsidiaries; providedall other information relating to environmental matters in respect of their properties and businesses. (c) The provisions of that certain Confidentiality Agreement dated May 5, however2005 among the parties (the "Confidentiality Agreement") shall remain binding and in full force and effect until the Closing. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, the confidentiality obligations as they relate to the transactions contemplated by this Agreement shall not apply to the purported or claimed Federal income tax treatment of the transactions (the "Tax Treatment") or to any fact that may be relevant to understanding the Purchaser will hold in strict confidence purported or claimed Federal income tax treatment of the transactions (the "Tax Structure"), and not use for its own benefit each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the Tax Treatment and Tax Structure of the transactions contemplated by this Agreement and any materials of any kind (including any tax opinions or other than in connection with tax analyses) that relate to the Tax Treatment or Tax Structure. In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to any tax matter or tax idea related to the transactions contemplated by this Agreement), prior . The preceding sentence is intended to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if ensure that the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach treated as having been offered under conditions of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (b) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall be bound by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser confidentiality for purposes of said sectionthe Confidentiality Regulations and shall be construed in a manner consistent with such purpose. The information contained herein, in the Schedules hereto or delivered to the Purchaser Parties or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference.

Access; Confidentiality. (a) At From the date hereof until the Closing and subject to the requirements of applicable Laws, BHI shall (i) give to GE and its Representatives reasonable request of the Purchaser, the Company shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser access, access during normal business hours to the offices, properties, books and upon reasonable noticerecords of BHI and the BHI Subsidiaries, (ii) furnish to all GE and its Representatives such financial and operating data and other information as GE may reasonably request, and (iii) instruct its and the BHI Subsidiaries’ Representatives to cooperate reasonably with GE in its investigation of BHI and the BHI Subsidiaries, except that nothing herein shall require BHI or any BHI Subsidiary to disclose any information that would cause a risk of a loss of privilege to BHI or any BHI Subsidiary. Notwithstanding this Section 7.06, no party nor its Representatives shall have the right to conduct environmental sampling on any of the Company's, and properties owned or operated by the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts concerning the Company and other party or its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employees) furnished to the Purchaser concerning the Company and its Subsidiaries; and, if the transactions contemplated by this Agreement shall not be consummated, such confidence shall be maintained and all such documents and all copies thereof shall promptly thereafter be returned to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officers, attorneys, accountants and other authorized representatives. No Any investigation by the Purchaser or any of its representatives pursuant to this Section 5.1 7.06(a) shall affect any representation, warranty be conducted in such manner as not to interfere unreasonably with the conduct of the business of BHI or closing condition of any party heretothe BHI Subsidiaries. (b) Chilmark Fund II, L.P. ("Chilmark") agrees Each of GE and BHI acknowledges that the information provided to it shall be bound by and its Representatives in connection with this Agreement and the obligations Transactions is subject to the terms of the Purchaser Confidentiality Agreement between GE Oil & Gas UK Limited and BHI, dated as of May 17, 2016 (as amended or modified from time to time, the “Confidentiality Agreement”). The terms of the Confidentiality Agreement are hereby incorporated by reference. The Confidentiality Agreement shall terminate at the Closing. (c) No investigation by and of the parties or their respective Representatives made pursuant to this Section 7.06 shall modify, nullify, amend or otherwise affect the representations, warranties, covenants or agreements of the other set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionthis Agreement.

Access; Confidentiality. (a) At Between the reasonable request of date hereof and the PurchaserClosing, the Shareholders will cause the Company shall give the officers, attorneys, accountants and other authorized representatives of the Purchaser accessits Subsidiaries, during normal business hours and upon reasonable noticenotice to the Company, to all of the Company's, and the Subsidiaries' offices, facilities, properties and personnel. The Company will furnish the representatives of the Purchaser with all such information concerning the Company and its Subsidiaries as such representatives may reasonably request and cause the employees, accountants, independent accountants and attorneys of the Company and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination and to make full disclosure (i) provide to the Purchaser and its representatives full access to the premises, property, files, books, records, documents, and other information of all material facts or concerning the Company and its Subsidiaries; provided, however, that the Purchaser will hold in strict confidence and not use for its own benefit (other than in connection with the transactions contemplated by this Agreement), prior to the Closing, the documents and information (including all evaluation material relating to employeesii) furnished furnish to the Purchaser concerning and its representatives financial, technical and operating data and other information pertaining to the business and property of the Company and its Subsidiaries; and(iii) make available for inspection and copying by the Purchaser and its representatives copies of any documents relating to the foregoing; (iv) permit the Purchaser and its representatives to conduct reasonable interviews of the employees, if sales representatives and auditors of the Company and its Subsidiaries; and (v) make the officers of the Company and the Subsidiaries reasonably available to cooperate with the Purchaser in obtaining financing for the transactions contemplated by this Agreement shall hereby; provided, however, that any such investigation will be conducted in such a manner so (A) as to preserve the confidentiality of the transactions contemplated hereby and (B) as not be consummated, such confidence shall be maintained to interfere unreasonably with the operation of the business of the Company and all such documents and all copies thereof shall promptly thereafter be returned its Subsidiaries. During the period from the date hereof to the Company. The Purchaser further agrees that it shall be responsible for any breach of this Section 5.1 by any of its officersClosing, attorneys, accountants and other authorized representatives. No investigation by all information provided to the Purchaser or any of its representatives by or on behalf of the Shareholders or the Company, or their representatives (whether pursuant to this Section 5.1 shall affect any representation, warranty or closing condition of any party hereto. (botherwise) Chilmark Fund II, L.P. ("Chilmark") agrees that it shall will be bound governed and protected by the obligations of the Purchaser set forth in Section 5.1(a) as if it were the Purchaser for purposes of said sectionConfidentiality Agreement.