(I)
AFTER THE CLOSING, TO THE EXTENT REQUIRED BY LAW, PURCHASER SHALL
KEEP AND PRESERVE ALL MEDICAL RECORDS AND OTHER RECORDS THAT IT OBTAINED FROM A
SELLER PARTY FOR
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PERSONS WHO WERE RESIDENTS OF THE FACILITY FOR SUCH PERIOD OF TIME AS MAY BE
REQUIRED BY ANY APPLICABLE LEGAL REQUIREMENT.
(II)
IN ORDER TO AND FOR THE LIMITED PURPOSE OF FACILITATING SELLER'S
EFFORTS TO ADMINISTER AND CLOSE THE CASE (INCLUDING THE PREPARATION OF FILINGS
IN THE CASE AND STATE, LOCAL AND FEDERAL TAX RETURNS AND OTHER FILINGS,
RECONCILIATION OF CLAIMS FILED IN THE CASE, REMOVAL OF CORPORATE AND OTHER
RECORDS AND INFORMATION RELATING OR BELONGING TO ENTITIES OTHER THAN SELLER),
BUT SUBJECT IN ALL EVENTS TO THE REQUIREMENTS OF ANY APPLICABLE LAWS, FOR A
PERIOD OF ONE (1) YEAR FOLLOWING THE CLOSING:
(A)
PURCHASER SHALL PERMIT SELLER'S COUNSEL AND OTHER PROFESSIONALS AND
COUNSEL FOR ANY SUCCESSOR TO SELLER AND THEIR RESPECTIVE PROFESSIONALS
(COLLECTIVELY, "PERMITTED ACCESS PARTIES") REASONABLE ACCESS TO THE FINANCIAL
AND OTHER BOOKS AND RECORDS RELATING TO THE PROPERTY OR THE OPERATION OF THE
FACILITY THAT ARE NON-PROPRIETARY IN NATURE (INCLUDING ALL RECORDS PERTAINING TO
THE FACILITY EMPLOYEES, TO THE EXTENT PERMITTED BY APPLICABLE LAW) AND THE
SYSTEMS CONTAINING SUCH INFORMATION, BOOKS AND RECORDS, WHICH ACCESS SHALL
INCLUDE (XX) THE RIGHT OF SUCH PERMITTED ACCESS PARTIES TO COPY, AT SUCH
PERMITTED ACCESS PARTIES' EXPENSE, SUCH DOCUMENTS AND RECORDS AS THEY MAY
REQUEST IN FURTHERANCE OF THE LIMITED PURPOSES DESCRIBED ABOVE, AND (YY)
PURCHASER'S COPYING AND DELIVERING TO THE RELEVANT PERMITTED ACCESS PARTIES SUCH
DOCUMENTS OR RECORDS AS THEY MAY REQUEST, BUT ONLY TO THE EXTENT SUCH PERMITTED
ACCESS PARTIES FURNISH PURCHASER WITH REASONABLY DETAILED WRITTEN DESCRIPTIONS
OF THE MATERIALS TO BE SO COPIED AND THE APPLICABLE PERMITTED ACCESS PARTY
REIMBURSES PURCHASER FOR THE REASONABLE COSTS AND EXPENSES THEREOF, AND
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(B)
FOLLOWING PRIOR WRITTEN REQUEST FROM SELLER, PURCHASER SHALL
PROVIDE THE PERMITTED ACCESS PARTIES (AT NO COST TO THE PERMITTED ACCESS
PARTIES) WITH REASONABLE ACCESS TO ANY MANAGER AT A FACILITY DURING REGULAR
BUSINESS HOURS TO ASSIST SELLER AND THE OTHER PERMITTED ACCESS PARTIES FOR THE
LIMITED PURPOSES DESCRIBED ABOVE, PROVIDED THAT SUCH ACCESS DOES NOT
UNREASONABLY INTERFERE WITH SUCH MANAGER'S NORMAL JOB ACTIVITIES.
(III)
SELLER AGREES TO MAINTAIN ANY INFORMATION OBTAINED BY IT PURSUANT
TO THE PROVISIONS OF THIS PARAGRAPH 16(A) IN STRICT CONFIDENCE AND SELLER SHALL
NOT DISCLOSE OR PERMIT THE DISCLOSURE OF ANY SUCH INFORMATION TO ANY THIRD PARTY
(OTHER THAN THE PERMITTED ACCESS PARTIES) WITHOUT THE PURCHASER'S PRIOR WRITTEN
CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD WITH RESPECT TO ANY SUCH
DISCLOSURE THAT IS REQUIRED IN CONNECTION WITH THE CASE.
(IV)
PURCHASER ACKNOWLEDGES AND AGREES THAT THE BOOKS, RECORDS AND
OTHER MATERIALS DESCRIBED IN THIS PARAGRAPH ARE UNIQUE AND THE EVENT OF A BREACH
BY PURCHASER OF ITS OBLIGATIONS UNDER THIS PARAGRAPH SELLER WOULD SUFFER INJURY
FOR WHICH IT WOULD NOT BE FULLY COMPENSATED WITH MONETARY DAMAGES AND
ACCORDINGLY, IN THE EVENT OF A BREACH BY PURCHASER OF ITS OBLIGATIONS UNDER THIS