Common use of Access to the Business Clause in Contracts

Access to the Business. The Sellers hereby agree that the Purchaser, its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of the business, operations and affairs of the Business as soon as Purchaser is conveniently able, and may continue such through and until the Closing. The due diligence investigation will consist of general business investigations, examinations of accounting, sales, legal, real estate, and environmental matters of the Business. Each Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, at reasonable times mutually agreed upon, to all records and documents of the Business, including, without limitation, the sales records (for 1995, 1996, 1997 and 1998 year-to-date) and current personnel records, at the Stores and other facilities of the Business in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Sellers shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Sellers shall assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release any Seller from, or modify, limit, or restrict, representations and warranties made by any Seller in this Agreement. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed to conduct Phase I environmental investigations, as Purchaser shall, in its sole discretion, deem appropriate. Prior to conducting any soil or groundwater testing ("Phase II Testing"), however, the Purchaser shall provide the appropriate Seller with the proposed scope of work of any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such testing. Such consent shall not limit Purchaser's rights under Section 9.10 hereof. Purchaser shall bear any cost of such investigation, analysis and testing. The Sellers warrant and represent that they have delivered to the Purchaser copies of all environmental reports, copies of all environmental claims, inquiries or requests for information by any Person, and copies of all correspondence with environmental regulatory agencies regarding each Store.

Access to the Business. The Sellers Seller hereby agree acknowledges that the Purchaser, its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of the business, operations and affairs of the Business as soon as Purchaser is conveniently able, and may continue such through and until the Closing. The due diligence investigation will consist of general business investigations, examinations of accounting, sales, legal, real estate, and environmental matters of the Business. Each Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times mutually agreed upontimes, to all records and documents of the Business, including, without limitation, the sales records (for 1995, 1996, 1997 and 1998 year-to-date) and current personnel records, at the Stores and other facilities of the Business in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Sellers Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Sellers Seller shall assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release any the Seller from, or modify, limit, or restrict, from the representations and warranties made by any Seller it in this Agreement. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed to conduct make environmental and other engineering investigations, including Phase I environmental investigationsand Phase II analysis and testing, as Purchaser shall, in its sole discretion, deem appropriate. Prior to conducting any soil or groundwater testing ("Phase II Testing"), however, the Purchaser shall provide the appropriate Seller with the proposed scope of work of any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such testing. Such consent shall not limit Purchaser's rights under Section 9.10 hereof. Purchaser shall bear any cost of such investigation, analysis and testing. The Sellers warrant and represent that they have Seller has delivered to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by any Personthird parties, and copies of all correspondence with environmental regulatory agencies regarding each Store. Notwithstanding the foregoing, Purchaser's right to enter upon and conduct tests upon the Real Property is expressly made subject to the following terms and conditions. Any entry upon the Third Party Real Property, or any other property owned or leased by a party other than Seller or an Affiliate of Seller, is conditioned upon Seller's ability to obtain consents from the owner and lessee. Seller shall not be obligated to obtain any such consent, but shall exercise reasonable efforts to do so. Any samples and testing will be undertaken only at locations and in a manner that will not damage any improvements, equipment or utilities, and Purchaser shall first verify the location of all utilities, equipment and improvements to insure that no damage will occur. Purchaser shall undertake all such work through SPATCO Environmental, Inc., Charlotte, North Carolina, or through another licensed engineering firm, in accordance with applicable legal requirements and in a manner that minimizes any disruption to the Real Property and operations thereon. Purchaser shall notify Seller of the date on which any entry upon the Real Property shall occur hereunder. Promptly upon completion of any entry upon the Real Property hereunder, Purchaser shall repair any damage caused by such entry. Purchaser shall remove from the Real Property and properly dispose of, in accordance with all applicable legal requirements, any waste materials generated in connection with sampling work. Purchaser shall indemnify, defend and hold harmless Seller and the Seller Indemnified Parties from and against any and all liabilities, damages, claims, demands, costs and expenses of every kind (including, without limitation, reasonable attorneys' fees) arising out of entry upon the Real Property or any other property pursuant to this Section 7.6.

Access to the Business. The Sellers Seller hereby agree acknowledges that the Purchaser, its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of the business, operations and affairs of the Business as soon as Purchaser is conveniently able, and may continue such through and until the Closing. The due diligence investigation will consist of general business investigations, examinations of accounting, sales, legal, real estate, and environmental matters of the Business. Each Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times mutually agreed upontimes, to all records and documents of the Business, including, without limitation, the sales records (for 1995, 1996, 1997 and 1998 year-to-date) and ), current personnel records, at the and Stores and other facilities of the Business Business, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Sellers Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Sellers Seller shall assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release any the Seller from, or modify, limit, or restrict, from the representations and warranties made by any Seller it in this Agreement. Commencing on the day following the date of this Agreement, the Purchaser and its Representatives shall be allowed to conduct make such environmental and other engineering investigations, including Phase I environmental investigationsand Phase II analysis and testing, as Purchaser shall, in its sole discretion, deem appropriate. Prior to conducting any soil or groundwater testing ("Phase II Testing"), howevertesting, the Purchaser shall provide the appropriate Seller with the proposed scope of work of any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such testing. Such consent shall not limit Purchaser's rights under Section 9.10 hereof. Purchaser shall bear any cost the expense of such investigationanalysis and testing, and shall indemnify Seller from any damages caused by such analysis and testing. The Sellers warrant and represent that they have delivered Seller will immediately deliver to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by any Personthird parties, and copies of all correspondence with environmental regulatory agencies regarding each Store.

Access to the Business. The Sellers Seller hereby agree acknowledges that the Purchaser, Purchaser and its Affiliates, and their respective Representatives (collectively, the "“Purchaser Group"”) may continue their due diligence investigation of the business, operations and affairs of the Business as soon as Purchaser is conveniently able, and may continue such through and until the ClosingFirst Closing Date. The due diligence investigation will consist of general business investigations, examinations of accounting, sales, legal, real estate, and environmental matters of the Business. Each Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times mutually agreed upontimes, to all records and documents of the Business, including, without limitation, the sales records (for 19952004, 19962005, 1997 2006 and 1998 2007 year-to-date) and ), current personnel records, at the and Stores and other facilities of the Business Business, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. Upon Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Sellers Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Sellers Seller shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. None Except as provided in Section 7.7 and Section 7.8 or as otherwise provided in this Agreement, none of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release any the Seller from, or modify, limit, or restrict, from the representations and warranties made by any Seller it in this Agreement, subject to limitations contained herein, including but not limited to Section 12.4(a). Commencing on the day following the date of this Agreement, subject to Sections 7.7 and 7.8 below, Purchaser and its Representatives shall be allowed to conduct Phase I make such environmental investigations, and other engineering investigations as Purchaser shall, in its sole discretion, shall deem appropriate. Prior to conducting any soil or groundwater testing ("Phase II Testing"); provided, however, that the Person conducting such activities by or on behalf of Purchaser shall provide use its best efforts to minimize any damage to the appropriate Real Property and interference with business operations on the Real Property; provided further, Purchaser shall give Seller with the proposed scope of work of reasonable prior written notice (which in any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such testing. Such consent event shall not limit Purchaser's rights under Section 9.10 hereofbe less than two (2) business days) before entering any of the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Property. Purchaser shall bear any cost the expense of such investigation, analysis testing and testingshall immediately provide to Seller copies of any and all reports generated therefrom. The Sellers warrant Purchaser and represent Seller hereby acknowledge and agree that they have delivered any reports and/or other results obtained from any examinations conducted pursuant to this Agreement shall remain strictly confidential in accordance with Sections 7.10, 8.3 and 11.1 herein, except to the extent that Seller or Purchaser has a reporting obligation with regard to any such matters. The Seller will immediately deliver to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by any Personthird parties, and copies of all correspondence with environmental regulatory agencies regarding each Store.Store in Seller’s possession. In conducting any investigation pursuant to this Agreement, Purchaser:

Access to the Business. The Sellers hereby agree acknowledge that the Purchaser, its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of the business, operations and affairs of the Business as soon as Purchaser is conveniently able, and may continue such the Company through and until the Closing. The due diligence investigation will consist of general business investigations, examinations of accounting, sales, legal, real estate, Sellers and environmental matters of the Business. Each Seller and its Affiliates and Representatives Company shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times mutually agreed upontimes, to all records corporate books and documents of the Business, including, without limitation, the sales records (for 1995, 1996, 1997 and 1998 year-to-date) and current personnel records, at the and Stores and other facilities of the Business Company, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Sellers shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Sellers shall assist the Purchaser Group in contacting and communicating with their the Company's independent accountants, suppliers and other Persons having dealings relating to with the BusinessCompany. None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business Company shall in any way release any Seller from, or modify, limit, or restrict, the Sellers from the representations and warranties made by any Seller them in this Agreement. Until June 29, 1999, Purchaser's satisfaction, in its sole discretion, with the results of its due diligence investigation shall be a condition precedent to Closing. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed to conduct make such environmental and other engineering investigations, including Phase I environmental investigationsand Phase II analysis and testing, as Purchaser shall, in its sole discretion, deem appropriate. Prior to conducting any soil or groundwater testing ("Phase II Testing"), however, the Purchaser shall provide the appropriate Seller with the proposed scope of work of any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such testing. Such consent shall not limit Purchaser's rights under Section 9.10 hereof. Purchaser shall bear any cost the expense of such investigation, analysis and testing. The Sellers warrant and represent that they have delivered the Company will immediately deliver to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by any Personthird parties, and copies of all correspondence with environmental regulatory agencies regarding each StoreStore and each parcel of Real Property and Leased Real Property. The Purchaser's satisfaction, in its sole discretion, with the results of any and all such environmental analysis and testing, as well as its review of all such information provided by Sellers or the Company, will be a condition precedent to Closing.

Access to the Business. The Sellers Seller hereby agree acknowledges that the Purchaser, its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of the business, operations and affairs of the Business as soon as Purchaser is conveniently able, and may continue such through and until the Closing. The due diligence investigation will consist of general business investigations, examinations of accounting, sales, legal, real estate, and environmental matters of the Business. Each Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times mutually agreed upontimes, to all records and documents of the Business, including, without limitation, the sales records (for 1995, 1996, 1997 and 1998 year-to-date) and current personnel records, at records relating to the Stores or the Business, and other facilities of the Business in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Sellers Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Sellers Seller shall assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release any the Seller from, or modify, limit, or restrict, from the representations and warranties made by any Seller it in this Agreement. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed at reasonable times on notice to conduct Seller, to make environmental and other engineering investigations, including Phase I environmental investigationsand Phase II analysis and testing, as Purchaser shall, in its sole discretion, deem appropriate. Prior to conducting any soil or groundwater testing ("Phase II Testing"), however, the Purchaser shall provide bear the appropriate Seller with the proposed scope cost and expense of work of any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such testing. Such consent shall not limit PurchaserTo the best of Seller's rights under Section 9.10 hereof. Purchaser shall bear any cost of such investigationKnowledge, analysis and testing. The Sellers warrant and represent that they have the Seller has delivered to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by any Personthird parties, which is in its possession. Seller also will, upon Purchaser's reasonable request, require a Representative to make available to Purchaser to review and copies of copy all correspondence with environmental regulatory agencies regarding each Store, which information is in the possession of the Representative. The Purchaser's satisfaction, in its sole discretion, with environmental analysis and testing and results thereof, will be a condition precedent to closing. Purchaser shall, upon request, provide Seller with copies of environmental summaries or reports prepared for Purchaser. Except as otherwise required by law or by prudent business judgment, Purchaser will not disclose the results of such analysis and testing without Seller's consent. Purchaser shall conduct its investigations in such manner as not to materially disrupt or interfere with the Business, and the Purchaser shall indemnify and hold Seller harmless from and against all Damages caused by the conduct of any such investigation and testing by Purchaser or its Representatives.

Access to the Business. The Sellers hereby agree that Purchaser shall, and shall cause its Affiliates and any successor in interest to the Purchaser, its Business (such Affiliates, and their respective Representatives (collectivelytogether with any successor in interest to the Business, the "Purchaser GroupAcquiring Affiliates") may continue their due diligence investigation to, permit each member of the businessParent Group and each member of the Cantor Group to be customers of the fully electronic brokerage of the Business and to pay the lowest commission paid by any other customer of the Business, operations whether by volume, dollar amount or other applicable measurements (including on a price per volume basis for the most recently completed calendar quarter), regardless of whether such customer is paying a fixed commission or has agreed to trade a minimum amount of securities. For example, if a customer of the Business is paying a fixed commission of $x to Purchaser or any of the Acquiring Affiliates to trade U.S. Treasury Securities for the first calendar quarter of a year, and affairs such customer trades y million of U.S. Treasury Securities during such calendar quarter, then each member of the Parent Group and each member of the Cantor Group shall be entitled to be customers of the fully electronic brokerage of the Business and to pay a commission equal to $x divided by y per million of U.S. Treasury Securities traded by such member during the second calendar quarter of such year, without an obligation by such member to pay the full fixed commission paid by such customer and without any minimum trading volume or other requirements. In addition, Purchaser shall, and shall cause its Affiliates and the Acquiring Affiliates to, permit each member of the Parent Group and each member of the Cantor Group to receive any co-location and related installation, maintenance, support, remote access, and management of communication services, in each case to the extent that Purchaser or any 77 Acquiring Affiliate offers or provides such services to any other customers of the Business following the Closing Date, at a cost to such member equal to any incremental out-of-pocket costs incurred by Purchaser or the Acquiring Affiliates in providing such member with such services (it being agreed that such costs shall not include any rent costs but may include the cost of utilities), provided that neither Purchaser nor the Acquiring Affiliates shall have any obligation to continue offering or providing any such services to customers of the Business following the Closing Date. Such co-location and related services shall be provided to each member of the Parent Group and each member of the Cantor Group (and each permitted successor thereto) on such terms and conditions as are generally applicable to receipt of such services by customers of the Business as soon of the Closing Date. The foregoing right to receive co-location and related services may not be sublicensed to, sublet to or otherwise enjoyed by any customer of any member of the Parent Group or the Cantor Group. Each member of the Parent Group and each member of the Cantor Group may assign the foregoing right to receive co-location and related services in whole, without the prior written consent of Purchaser, only to a third party that acquires all or a majority of (1) in the case of assignment by a member of the Parent Group, the business of BGC Financial, L.P. (or any Affiliate of Parent that is a successor to such business) and (2) in the case of assignment by a member of the Cantor Group, the business of Cantor Xxxxxxxxxx & Co. (or any Affiliate of Cantor that is a successor to such business). The Parties agree that (y) except for the assignment rights expressly granted in the foregoing sentence, no member of the Parent Group and no member of the Cantor Group shall have any right to assign such right to receive co-location and related services, in whole or in part; and (z) in the event that such right is assigned by any member of the Parent Group or any member of the Cantor Group, all members of the Parent Group, or all members of the Cantor Group, as Purchaser is conveniently ableapplicable, shall be deemed to have assigned such right in its entirety insofar as it relates to the rights granted to the Parent Group or the Cantor Group, as applicable, and may continue such through and until the Closing. The due diligence investigation will consist of general business investigations, examinations of accounting, sales, legal, real estate, and environmental matters no member of the Business. Each Seller and its Affiliates and Representatives shall cooperate fully with such investigation andParent Group or the Cantor Group, upon reasonable prior noticeas applicable, shall afford the Purchaser Group reasonable access, at reasonable times mutually agreed upon, retain any right to all records and documents of the Business, including, without limitation, the sales records (for 1995, 1996, 1997 and 1998 year-to-date) and current personnel records, at the Stores and other facilities of the Business in order that the Purchaser Group may have the opportunity to make receive such investigations thereof as it shall deem necessary or desirable. The Sellers shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Sellers shall assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release any Seller from, or modify, limit, or restrict, representations and warranties made by any Seller in this Agreement. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed to conduct Phase I environmental investigations, as Purchaser shall, in its sole discretion, deem appropriate. Prior to conducting any soil or groundwater testing ("Phase II Testing"), however, the Purchaser shall provide the appropriate Seller with the proposed scope of work of any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such testing. Such consent shall not limit Purchaser's rights under Section 9.10 hereof. Purchaser shall bear any cost of such investigation, analysis and testing. The Sellers warrant and represent that they have delivered to the Purchaser copies of all environmental reports, copies of all environmental claims, inquiries or requests for information by any Person, and copies of all correspondence with environmental regulatory agencies regarding each Storeservices.

Access to the Business. The Sellers Seller hereby agree acknowledges that the Purchaser, its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of the business, operations and affairs of the Business as soon as Purchaser is conveniently able, and may continue such through and until the Closing. The due diligence investigation will consist of general business investigations, examinations of accounting, sales, legal, real estate, and environmental matters of the Business. Each Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times mutually agreed upontimes, to all records and documents of the Business, including, without limitation, the sales records (for 1995, 1996, 1997 and 1998 year-to-date) and current personnel records, at records relating to the Stores or the Business, and other facilities of the Business in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Sellers Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Sellers Seller shall assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release any the Seller from, or modify, limit, or restrict, from the representations and warranties made by any Seller it in this Agreement. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed at reasonable times on notice to conduct Seller, to make environmental and other engineering investigations, including Phase I environmental investigationsand Phase II analysis and testing, as Purchaser shall, in its sole discretion, deem appropriate. Prior to conducting any soil or groundwater testing ("Phase II Testing"), however, the Purchaser shall provide bear the appropriate Seller with the proposed scope cost and expense of work of any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such testing. Such consent shall not limit PurchaserTo the best of Seller's rights under Section 9.10 hereof. Purchaser shall bear any cost of such investigationKnowledge, analysis and testing. The Sellers warrant and represent that they have the Seller has delivered to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by any Personthird parties, which is in its possession. Seller also will, upon Purchaser's reasonable request, require a Representative to make available to Purchaser to review and copies of copy all correspondence with environmental regulatory agencies regarding each Store., which information is in the possession of the Representative. The Purchaser's satisfaction, in its sole discretion, with environmental analysis and testing and results thereof, will be a condition precedent to closing. Purchaser shall, upon request, provide Seller with copies of environmental summaries or reports prepared for Purchaser. Except as otherwise required by law or by prudent business judgment, Purchaser will not disclose the results of such analysis and testing without Seller's consent. Purchaser shall conduct its investigations in such manner as not to materially disrupt or interfere with the Business, and the Purchaser shall indemnify and hold Seller harmless from and against all Damages caused by the conduct of any such investigation and testing by Purchaser or its Representatives. -26-

Access to the Business. The Sellers Seller hereby agree acknowledges that the ---------------------- Purchaser, its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of the business, operations and affairs of the Business as soon as Purchaser is conveniently able, and may continue such the Company through and until the Closing. The due diligence investigation will consist of general business investigations, examinations of accounting, sales, legal, real estate, and environmental matters of the Business. Each Seller and its Affiliates and Representatives the Company shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times mutually agreed upontimes, to all records corporate books and documents of the Business, including, without limitation, the sales records (for 1995, 1996, 1997 and 1998 year-to-date) and current personnel records, at the and Stores and other facilities of the Business Company, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Sellers Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Sellers Seller shall assist the Purchaser Group in contacting and communicating with their the Company's independent accountants, suppliers and other Persons having dealings relating to with the BusinessCompany. None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business Company shall in any way release any the Seller from, or modify, limit, or restrict, from the representations and warranties made by any Seller them in this Agreement. Until October 7, 1999, Purchaser's satisfaction, in its sole discretion, with the results of its due diligence investigation shall be a condition precedent to Closing. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed to conduct make such environmental and other engineering investigations, including Phase I environmental investigationsand Phase II analysis and testing, as Purchaser shall, in its sole discretion, deem appropriate. Prior to conducting any soil or groundwater testing ("Phase II Testing"), however, the Purchaser shall provide bear the appropriate Seller with the proposed scope expense of work of any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such testing. Such consent shall not limit Purchaser's rights under Section 9.10 hereof. Purchaser shall bear any cost of such investigation, analysis The Seller and testing. The Sellers warrant and represent that they have delivered the Company will immediately deliver to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by any Personthird parties, and copies of all correspondence with environmental regulatory agencies regarding each StoreStore and each parcel of Real Property and Leased Real Property. The Purchaser's satisfaction, in its sole discretion, with the results of any and all such environmental analysis and testing, including without limitation, as to the properties identified on Schedule 5.33, as well as its review of all such information provided by Seller or the Company, will be a condition precedent to Closing. Purchaser shall share the results of any and all such environmental analysis and testing with Seller after receipt thereof, but not later than October 7, 1999.

Access to the Business. The Sellers hereby agree that Purchaser shall, and shall cause its Affiliates and any successor in interest to the Purchaser, its Business (such Affiliates, and their respective Representatives (collectivelytogether with any successor in interest to the Business, the "Purchaser Group"“Acquiring Affiliates”) may continue their due diligence investigation to, permit each member of the businessParent Group and each member of the Cantor Group to be customers of the fully electronic brokerage of the Business and to pay the lowest commission paid by any other customer of the Business, operations whether by volume, dollar amount or other applicable measurements (including on a price per volume basis for the most recently completed calendar quarter), regardless of whether such customer is paying a fixed commission or has agreed to trade a minimum amount of securities. For example, if a customer of the Business is paying a fixed commission of $x to Purchaser or any of the Acquiring Affiliates to trade U.S. Treasury Securities for the first calendar quarter of a year, and affairs such customer trades y million of U.S. Treasury Securities during such calendar quarter, then each member of the Parent Group and each member of the Cantor Group shall be entitled to be customers of the fully electronic brokerage of the Business and to pay a commission equal to $x divided by y per million of U.S. Treasury Securities traded by such member during the second calendar quarter of such year, without an obligation by such member to pay the full fixed commission paid by such customer and without any minimum trading volume or other requirements. In addition, Purchaser shall, and shall cause its Affiliates and the Acquiring Affiliates to, permit each member of the Parent Group and each member of the Cantor Group to receive any co-location and related installation, maintenance, support, remote access, and management of communication services, in each case to the extent that Purchaser or any Acquiring Affiliate offers or provides such services to any other customers of the Business following the Closing Date, at a cost to such member equal to any incremental out-of-pocket costs incurred by Purchaser or the Acquiring Affiliates in providing such member with such services (it being agreed that such costs shall not include any rent costs but may include the cost of utilities), provided that neither Purchaser nor the Acquiring Affiliates shall have any obligation to continue offering or providing any such services to customers of the Business following the Closing Date. Such co-location and related services shall be provided to each member of the Parent Group and each member of the Cantor Group (and each permitted successor thereto) on such terms and conditions as are generally applicable to receipt of such services by customers of the Business as soon of the Closing Date. The foregoing right to receive co-location and related services may not be sublicensed to, sublet to or otherwise enjoyed by any customer of any member of the Parent Group or the Cantor Group. Each member of the Parent Group and each member of the Cantor Group may assign the foregoing right to receive co-location and related services in whole, without the prior written consent of Purchaser, only to a third party that acquires all or a majority of (1) in the case of assignment by a member of the Parent Group, the business of BGC Financial, L.P. (or any Affiliate of Parent that is a successor to such business) and (2) in the case of assignment by a member of the Cantor Group, the business of Cantor Xxxxxxxxxx & Co. (or any Affiliate of Cantor that is a successor to such business). The Parties agree that (y) except for the assignment rights expressly granted in the foregoing sentence, no member of the Parent Group and no member of the Cantor Group shall have any right to assign such right to receive co-location and related services, in whole or in part; and (z) in the event that such right is assigned by any member of the Parent Group or any member of the Cantor Group, all members of the Parent Group, or all members of the Cantor Group, as Purchaser is conveniently ableapplicable, shall be deemed to have assigned such right in its entirety insofar as it relates to the rights granted to the Parent Group or the Cantor Group, as applicable, and may continue such through and until the Closing. The due diligence investigation will consist of general business investigations, examinations of accounting, sales, legal, real estate, and environmental matters no member of the Business. Each Seller and its Affiliates and Representatives shall cooperate fully with such investigation andParent Group or the Cantor Group, upon reasonable prior noticeas applicable, shall afford the Purchaser Group reasonable access, at reasonable times mutually agreed upon, retain any right to all records and documents of the Business, including, without limitation, the sales records (for 1995, 1996, 1997 and 1998 year-to-date) and current personnel records, at the Stores and other facilities of the Business in order that the Purchaser Group may have the opportunity to make receive such investigations thereof as it shall deem necessary or desirable. The Sellers shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Sellers shall assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release any Seller from, or modify, limit, or restrict, representations and warranties made by any Seller in this Agreement. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed to conduct Phase I environmental investigations, as Purchaser shall, in its sole discretion, deem appropriate. Prior to conducting any soil or groundwater testing ("Phase II Testing"), however, the Purchaser shall provide the appropriate Seller with the proposed scope of work of any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such testing. Such consent shall not limit Purchaser's rights under Section 9.10 hereof. Purchaser shall bear any cost of such investigation, analysis and testing. The Sellers warrant and represent that they have delivered to the Purchaser copies of all environmental reports, copies of all environmental claims, inquiries or requests for information by any Person, and copies of all correspondence with environmental regulatory agencies regarding each Storeservices.