Common use of Disclosure to Other Persons Clause in Contracts

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each holder of any Note may deliver copies of any financial statements and other documents delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) its directors, officers, employees, agents and professional consultants, (ii) any Purchaser or holder of any Note, (iii) any Institutional Investor to which it offers to sell any Note or any part thereof other than a Competitor, (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a Competitor, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to it, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser You agree to use your best efforts (and each other holder of a Note, by availing itself of the benefits of paragraph 5A(iv) or 5B, similarly agrees) to hold in confidence and not disclose any information (other than information (i) which was publicly known or otherwise known to you, at the time of disclosure (except pursuant to disclosure in connection with this Agreement), (ii) which subsequently becomes publicly known through no act or omission by you, or (iii) which otherwise becomes known to you, other than through disclosure by the Company or any of its Subsidiaries) delivered or made available by or on behalf of the Company or any of its Subsidiaries to you which is proprietary in nature, provided that nothing herein shall prevent the holder of any Note may deliver from delivering copies of any financial statements and other documents delivered to itsuch holder, and disclose disclosing any other information disclosed to itsuch holder, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) its such holder's directors, officers, employees, agents and professional consultantsconsultants (which Persons shall be bound by the provisions hereof), (ii) any Purchaser or other holder of any Note, (iii) any Institutional Investor Person to which it such holder offers to sell any such Note or any part thereof other than a Competitor(which Person agrees to be bound by the provisions of this paragraph 11H), (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a Competitor, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over itsuch holder, (viiv) the National Association of Insurance Commissioners or any similar organization, organization or (viiivi) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it such holder is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted protect such holder's investment in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakingNote.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Each Purchaser and each holder of any Note may deliver copies of agrees to keep confidential any financial statements and other documents information delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement (other than information that is publicly available) and such other non-public proprietary information delivered by the Company that is clearly designated in writing to be confidential; provided, however, that nothing herein shall prevent any Purchaser from disclosing such information: (i) its directorsto any of the other Purchasers, officers, employees, agents and professional consultantsor to any prospective purchaser who agrees in writing to be bound by this Section 9.12, (ii) to any Purchaser or holder Affiliate, director, officer, principal, employee, agent, advisor and professional consultant of any NotePurchaser, or of any prospective purchasers, in its capacity as such or any actual purchaser, participant, assignee, or transferee of such Purchaser's or prospective purchaser's rights under any Securities or any part thereof that agrees in writing to be bound by this Section 9.12, (iii) upon order of any Institutional Investor to which it offers to sell any Note court or any part thereof other than a Competitoradministrative agency having jurisdiction over such party, (iv) any Institutional Investor to which it sells upon the request or offers to sell a participation in all or any part demand of any Note other than a Competitorregulatory agency or authority having jurisdiction over such party, (v) any Institutional Investor from which it offers to purchase any security of the Companyhas been publicly disclosed, (vi) which has been obtained from any federal Person that is not a party hereto or state regulatory authority having jurisdiction over itan Affiliate of any such party, (vii) in connection with the National Association exercise of Insurance Commissioners or any similar organizationremedy hereunder, or (viii) any other Person to which the certified public accountants for such delivery Purchaser or disclosure may be necessary (a) as required in compliance with any law, rule, regulation summary financial or order applicable descriptive business information disclosed by such Purchaser that is an investment fund as part of its regular reports to itits investors or partners, (bix) in response to any subpoena or other legal process or informal investigative demandas required by Law, (cx) in connection with any litigation to which it is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you Purchaser or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063its Affiliates may be a party, or (2xi) a pension as otherwise expressly contemplated by any order, request or benefit plan maintained by a Person which has demand or to obtain confidential treatment for any disclosure pursuant to (iii) or (iv) above, the Purchasers will use reasonable efforts to inform the Company of the foregoing SIC Codesany such request for disclosure prior to disclosure. Prudential and each Purchaser Nothing in this Section 9.12 shall be entitled construed to rely create to give rise to any fiduciary duty on a certificate from a Person that it is not a “Competitor” the part of Purchaser to the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each holder of any Note may deliver copies of Purchasers agree to keep confidential any financial statements and other documents information delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) its directors, officers, employees, agents and professional consultants, (ii) any Purchaser or holder of any Note, (iii) any Institutional Investor to which it offers to sell any Note or any part thereof other than a Competitor, (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a Competitor, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to it, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage information that would subject the Company or its officers to any fine or penalty under any securities laws or regulationsis publicly available) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and such other non-public proprietary information regarding delivered by the Company which was obtained pursuant that is clearly designated in writing to paragraph 5B be or paragraph 5Cotherwise known by the Purchasers to be confidential; PROVIDED, HOWEVER, that nothing herein shall prevent the Purchasers from disclosing such term shall not include information information: (xa) to any prospective purchaser who agrees in writing to be bound by this Section 11.9, (b) to any Affiliate, director, officer, employee, agent and professional consultant of any prospective purchasers, in its capacity as such or any actual purchaser, participant, assignee, or transferee of the Purchasers' or prospective purchaser's rights under any Securities that agrees in writing to be bound by this Section 11.9, (c) upon order of any court or administrative agency having jurisdiction over such party, (d) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (e) which was has been publicly known, or otherwise known to you at disclosed through no breach of the time of disclosurePurchasers, (yf) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean has been obtained from any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” party hereto or an Affiliate of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries any such party, (g) in connection with the transactions exercise of any remedy hereunder, (h) to the certified public accountants for the Purchasers or as required in summary financial or descriptive business information disclosed by the Purchasers as part of their regular reports to investors or partners, or (i) as otherwise expressly contemplated by this Agreement. In order to permit the Company to remove or otherwise limit any order, request or demand or to obtain confidential treatment for any disclosure pursuant to (c) or (d) above, the Purchasers will use reasonable efforts to inform the Company of any such request for disclosure prior to disclosure. Nothing in this Agreement, Prudential, Section 11.9 shall be construed to create or give rise to any Purchaser or holder fiduciary duty on the part of a Note is required the Purchasers to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Each Purchaser (and each Transferee by its acceptance of an interest in any Note) agrees to use its best efforts to hold in confidence and not disclose any Confidential Information without the prior written consent of the Company which consent shall not be unreasonably denied; provided, however, that nothing contained herein shall prevent the holder of any Note may deliver from delivering copies of any financial statements and other documents delivered to itsuch holder, and disclose disclosing any other information disclosed to itsuch holder, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) its such holder's directors, officers, employees, agents and professional consultants, (ii) any Purchaser or other holder of any Note, (iii) any Institutional Investor to which it such holder offers to sell any such Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor to which it such holder sells or offers to sell a participation in all or any part of any Note other than a Competitorsuch Note, (v) any Institutional Investor from which it such holder offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over itsuch holder, (vii) the National Association of Insurance Commissioners or any similar organization, organization or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it such holder is a party or (d) in order to enforce its rights under this Agreement. Subject protect such holder's investment; and provided further that after notice to the disclosure permitted in Company the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any holders of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser Notes shall be entitled free to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify correct any false or supplement in writing the foregoing SIC Codes with the consent of the Required Holders misleading information which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating may become public concerning their relationship to the Company or any of its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakingSubsidiaries.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser (a) Parent and each holder Guarantor acknowledge that the representative on Parent board of directors (elected pursuant to the Governance Agreement) of any Note Holder may deliver copies of any financial statements and other documents delivered to itsuch Person, and disclose any other information disclosed to itsuch Person (other than privileged documents or information that are expressly identified as such), by or on behalf of the Company Parent or any Subsidiary in connection with or pursuant to this Agreement Guarantor to (i) its such Holder’s directors, officers, members, partners, employees, agents agents, and professional consultants, (ii) any Purchaser or holder other Holder of any NoteOffered Securities, (iii) ), subject to the prior written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), any Institutional Investor Person to which it such Holder offers to sell any Note such Offered Securities or any part thereof other than thereof, so long as such potential purchaser agrees, in writing, to preserve the confidentiality of such information (except that such potential purchaser may disclose such information in accordance with this Section 11.5); provided, however, that such disclosure shall not be made to any potential purchaser which is known to be a Competitordirect competitor, or an affiliate of a direct competitor, of Parent or any of its Subsidiaries without the prior written consent of Parent, (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a Competitor, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over itsuch Holder, (viiv) the National Association of Insurance Commissioners or any similar organization, or (viiivi) any other Person to which such delivery or disclosure may be necessary or advisable to avoid material prejudice, (ax) in compliance with any law, rule, regulation regulation, or order applicable to itsuch Holder, (by) in response to any subpoena or other legal process process, or informal investigative demand, (cz) in connection with any litigation to which such Holder is a party. Nothing is this Section 11.5 shall be construed to create or give rise to any fiduciary duty on the part of any Purchaser or Holder to Parent or any Subsidiary. (b) Each Purchaser (which term shall, for the purpose of this Section 11.5(b), include each Holder) agrees to keep confidential any information delivered by Parent hereunder and to use such information solely for the purpose of monitoring its investment in Parent and not otherwise for its benefit or for the benefit of any third party; provided, however, that subject to the provisos contained in this Section 11.5, nothing herein shall prevent any Purchaser from disclosing such information: (i) to any Purchaser, (ii) to any affiliate of, or investor in, any Purchaser or, any actual or potential purchaser, participant, assignee, or transferee of any Purchaser’s rights under any Note that agrees to be bound by this Section 11.5, (iii) upon order of any court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (v) which has been publicly disclosed, (vi) which has been obtained from any Person that is not a Party or an affiliate of any such party, unless such Purchaser knows that such information is required by such Person to be kept confidential, (vii) in connection with the exercise of any remedy hereunder, (viii) to the independent and certified public accountants for any Purchaser, (ix) as otherwise expressly contemplated by this Agreement, (x) to counsel for and other advisors, accountants, and auditors to any Purchaser, or (xi) as may be required by statute, decision, or judicial or administrative order, rule, or regulation. Each Purchaser hereby acknowledges that it is a party or (d) in order to enforce aware, and that it shall ensure that each of its rights under this Agreement. Subject to representatives who receives confidential information is aware that the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and United States securities laws prohibit any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other who has received from an issuer material, non-public information regarding the Company from purchasing or selling securities of such issuer or from communicating such information to any other Person under circumstances in which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, it is reasonably foreseeable that such term shall not include information (x) which was publicly known, Person is likely to purchase or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, sell such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakingsecurities.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each holder of any Note may deliver copies of any financial statements and other documents delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) its directors, officers, employees, agents and professional consultants, (ii) any Purchaser or holder of any Note, (iii) any Institutional Investor to which it offers to sell any Note or any part thereof other than a Competitor, (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a Competitor, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to it, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “"Confidential Information” " shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “"Competitors” " shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“"SIC Codes”"): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “"Competitor” " of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. The Each holder of a Note agrees to use its best efforts to hold in confidence and not disclose any written information delivered or made available by or on behalf of the Company acknowledges or any Subsidiary to such holder in connection with or pursuant to this Agreement that Prudentialis clearly marked or labeled as being confidential information, each Purchaser other than information (a) that was publicly known or otherwise known to such holder, at the time of disclosure (except pursuant to disclosure in connection with this Agreement), (b) that subsequently becomes publicly known through no act or omission by such holder, or (c) that otherwise becomes known to such holder, other than through disclosure by the Company, and each provided, that nothing in this Agreement shall prevent the holder of any Note may deliver from delivering copies of any financial statements and other documents delivered to itsuch holder, and disclose or from disclosing any other information disclosed to itsuch holder, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to Agreement, to, (i) its such holder’s directors, officers, employees, agents and professional consultants, (ii) any Purchaser or other holder of any Note, (iii) any Institutional Investor Person to which it such holder offers to sell any such Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor Person to which it such holder sells or offers to sell a participation in all or any part of any Note other than a Competitorsuch Note, (v) any Institutional Investor Person from which it such holder offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over itsuch holder, (vii) the National Association of Insurance Commissioners or any similar organization, organization or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (a1) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b2) in response to any subpoena or other legal process or informal investigative demand, (c3) in connection with any litigation to which it such holder is a party party, or (d4) in order to enforce its rights under this Agreement. Subject to the disclosure permitted protect such holder’s investment in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakingNote.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each the holder of any Note may deliver copies of any financial statements and other documents delivered to itsuch holder, and disclose any other information disclosed to itsuch holder, by or on behalf of the Company or any Subsidiary of its Subsidiaries in connection with or pursuant to this Agreement to (i) its such holder's directors, trustees, officers, employees, agents and professional consultants, (ii) any Purchaser or other holder of any Note, (iii) any Institutional Investor Person to which it such holder offers to sell any such Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor Person to which it such holder sells or offers to sell a participation in all or any part of any Note other than a Competitorsuch Note, (v) any Institutional Investor Person from which it such holder offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over itsuch holder, (vii) the National Association of Insurance Commissioners or any similar organization, organization or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it such holder is a party or (d) in order to enforce its rights under this Agreement. Subject to connection with the disclosure permitted in the first sentence enforcement (or attempted enforcement) of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph Financing Documents. Each Purchaser agrees (and any Transferee which avails itself of the benefits of Section 5A(iii) or (xii) or Section 5C shall be deemed to have likewise agreed) (such Purchaser and any such Transferee each agree to use their best efforts herein called a "HOLDER") to hold in confidence in accordance with its internal corporate practice for treating confidential information received from third parties and not to disclose or use any information (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (xa) which was publicly known, known or otherwise known to you such Holder at the time of disclosuredisclosure (except pursuant to disclosure in connection with this Agreement), (yb) which subsequently becomes publicly known through no act or omission by you or any of your agents such Holder, or (zc) which otherwise becomes known to you such Holder, other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) or any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, its Subsidiaries) delivered or (2) a pension made available by or benefit plan maintained by a Person which has any on behalf of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or any of its Subsidiaries to such Holder (including without limitation any nonpublic information obtained pursuant to Section 5A or 5C) in connection with the transactions contemplated by or otherwise pursuant to this AgreementAgreement which is clearly marked or labeled as being confidential information, Prudential, any Purchaser or provided that nothing herein shall prevent the holder of a any Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, disclosing such information as between Prudential, such Purchaser or such holder and provided in the Company, this paragraph 11H shall supersede any such other confidentiality undertakingpreceding sentence.

Disclosure to Other Persons. The Company acknowledges that Prudential, Holders' Agent and each Purchaser and each holder of any Note may deliver copies of --------------------------- agrees to keep confidential any financial statements and other documents information delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company Guarantor or any Subsidiary in connection with or of its Subsidiaries pursuant to this Agreement (other than information that is publicly available) and such other non-public proprietary information delivered by the Guarantor or any of its Subsidiaries that is clearly designated in writing to be or otherwise known by such Purchaser to be confidential; provided, however, that nothing herein shall prevent such Purchaser from -------- ------- disclosing such information: (ia) its directorsto any prospective purchaser who agrees in writing to be bound by this Section 13.9, officers(b) to any Affiliate, employeesdirector, agents officer, partner, member, employee, agent and professional consultants, (ii) any Purchaser or holder consultant of any Noteprospective purchasers, (iii) in its capacity as such or any Institutional Investor to which it offers to sell actual purchaser, participant, assignee, or transferee of such Purchaser's or prospective purchaser's rights under any Note Senior Discount Notes or any part thereof other than a Competitorthat agrees in writing to be bound by this Section 13.9, (ivc) any Institutional Investor to which it sells or offers to sell a participation in all or any part upon order of any Note other than a Competitorcourt or administrative agency having jurisdiction over such party, (vd) upon the request or demand of any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal regulatory agency or state regulatory authority having jurisdiction over itsuch party, (viie) the National Association which has been publicly disclosed through no breach of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to itPurchaser, (bf) in response to which has been obtained from any subpoena Person that is not a party hereto or other legal process or informal investigative demandan Affiliate of any such party, (cg) in connection with the exercise of any litigation remedy hereunder, (h) to which it the certified public accountants for such Purchaser or as required in summary financial or descriptive business information disclosed by such Purchaser that is a party an investment fund as part of its regular reports to its investors or partners, or (i) as otherwise expressly contemplated by this Agreement. In order to permit the Guarantor or any of its Subsidiaries to remove or limit any order, request or demand or to obtain confidential treatment for any disclosure pursuant to (c) or (d) above, such Purchaser will use reasonable efforts to inform the Guarantor of any such request for disclosure prior to disclosure. Nothing in order this Section 13.9 shall be construed to enforce its rights under this Agreement. Subject create or give rise to any fiduciary duty on the part of such Purchaser to the disclosure permitted Guarantor or any of its Subsidiaries. Neither the Guarantor nor any of its Subsidiaries shall disclose any Purchaser's name or identity as an investor in the first sentence Issuer in any press release or other public announcement or in any document or material filed with any governmental entity, without the prior written consent of this paragraph, Prudential, each such Purchaser, each unless such holder and any Person designated disclosure is required by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose applicable law or use (other than for internal purposes which shall not include any usage that would subject the Company governmental regulations or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder order of a Note is required court of competent jurisdiction, in which case prior to agree making such disclosure the Guarantor shall give written notice to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or describing in reasonable detail the proposed content of such holder disclosure and shall permit the Company, this paragraph 11H shall supersede any Purchaser to review and comment upon the form and substance of such other confidentiality undertakingdisclosure.

Disclosure to Other Persons. The Each holder of Priority Notes agrees to hold in confidence and not disclose any written information (other than information (i) that was publicly known or otherwise known to such holder at the time of disclosure, except pursuant to disclosure in connection with this Agreement, (ii) that subsequently becomes publicly known through no act or omission by such holder, or (iii) that otherwise becomes known to such holder, other than through disclosure by the Company acknowledges or any of its Subsidiaries) delivered or made available by or on behalf of the Company or any of its Subsidiaries to such holder in connection with or pursuant to this Agreement that Prudentialis proprietary in nature and clearly marked or labeled as being confidential information; provided, each Purchaser and each however, that nothing herein shall prevent the holder of any Note may deliver Priority Notes from delivering copies of any financial statements and other documents delivered to itsuch holder, and disclose disclosing any other proprietary and confidential information disclosed to it, such holder by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement of its Subsidiaries to (ia) its the owner of a beneficial interest in such holder's Priority Notes, if bound in writing by the terms of this Section 10.4, (b) such holder's or beneficial owner's directors, officers, employees, agents and professional consultants, if so bound, (iic) any Purchaser other holder or holder beneficial owner of any NotePriority Notes that is so bound, (iiid) any Institutional Investor Person, so bound, to which it such holder or beneficial owner sells or offers to sell any Note such Priority Notes or any part thereof other than a Competitorthereof, (ive) any Institutional Investor Person, so bound, to which it such holder or beneficial owner sells or offers to sell a participation in all or any part of any Note other than a Competitorsuch Priority Notes, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vif) any federal or state regulatory authority having jurisdiction over itsuch holder, (viig) the National Association of Insurance Commissioners or any similar organization, organization or (viiih) any other Person to which such delivery or disclosure may be necessary or appropriate (a1) in compliance with any law, rule, regulation or order applicable to it, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.order

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each holder of any Note (each being a "Delivering Person") may deliver copies of any financial statements and other documents delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) its directors, officers, employees, agents and professional consultants, (ii) any Purchaser or holder of any Note, (iii) any Institutional Investor Person (other than an Excluded Person) to which it offers to sell any Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor Person (other than an Excluded Person) to which it sells or offers to sell a participation in all or any part of any Note other than a CompetitorNote, (v) to the extent that it has a legal obligation to disclose such information, any Institutional Investor Person from which it offers to purchase any security of the Company; provided, however, that -------- ------- in the case of clause (iii), (iv) or (v), such holder will obtain from such Person an executed confidentiality agreement in the form of Exhibit F-2 before disclosing any material non-public information with respect to the Company or any Subsidiary, (vi) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary required (a) in compliance to comply with any law, rule, regulation or order applicable to it, (b) in response to any subpoena or other legal process or informal investigative demandrespond sufficiently to Demand served on it, (c) in connection provided, however, that with any litigation respect to which it is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraphmaterial, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public nonpublic information -------- ------- regarding the Company which was obtained pursuant and/or its Subsidiaries, except as prohibited by law, such Delivering Person shall provide notice to paragraph 5B the Company of such legal requirement or paragraph 5CDemand at least ten Business Days (or such shorter period of time as is set forth therein) prior to the date such information must be produced so that the Company can intervene on its own behalf in such proceeding to prevent, postpone or restrict such disclosure; PROVIDEDprovided further, HOWEVERhowever, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) not earlier -------- ------- ------- than the third Business Day prior to the date specified in such Demand for such document or information delivery or disclosure, such Delivering Person shall be free to comply with such Demand if the Company has not at such time obtained any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084protective or similar order preventing, 5085, postponing or restricting such disclosure and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.)

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each the holder of any Note may deliver copies of any financial statements and other documents delivered to itsuch holder, and disclose any other information disclosed to itsuch holder, by or on behalf of the Company or any Subsidiary of its Subsidiaries in connection with or pursuant to this Agreement to (i) its such holder's directors, trustees, officers, employees, agents and professional consultants, (ii) any Purchaser or other holder of any Note, (iii) any Institutional Investor Person to which it such holder offers to sell any such Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor Person to which it such holder sells or offers to sell a participation in all or any part of any Note other than a Competitorsuch Note, (v) any Institutional Investor Person from which it such holder offers to purchase any security of the Company, (vi) any federal or state -70- 76 regulatory authority having jurisdiction over itsuch holder, (vii) the National Association of Insurance Commissioners or any similar organization, organization or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it such holder is a party or (d) in order to enforce its rights under this Agreement. Subject to connection with the disclosure permitted in the first sentence enforcement (or attempted enforcement) of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph Financing Documents. Each Purchaser agrees (and any Transferee which avails itself of the benefits of Section 5A(iii) or (xii) or Section 5C shall be deemed to have likewise agreed) (such Purchaser and any such Transferee each agree to use their best efforts herein called a "Holder") to hold in confidence in accordance with its internal corporate practice for treating confidential information received from third parties and not to disclose or use any information (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (xa) which was publicly known, known or otherwise known to you such Holder at the time of disclosuredisclosure (except pursuant to disclosure in connection with this Agreement), (yb) which subsequently becomes publicly known through no act or omission by you or any of your agents such Holder, or (zc) which otherwise becomes known to you such Holder, other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) or any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, its Subsidiaries) delivered or (2) a pension made available by or benefit plan maintained by a Person which has any on behalf of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or any of its Subsidiaries to such Holder (including without limitation any nonpublic information obtained pursuant to Section 5A or 5C) in connection with the transactions contemplated by or otherwise pursuant to this AgreementAgreement which is clearly marked or labeled as being confidential information, Prudential, any Purchaser or provided that nothing herein shall prevent the holder of a any Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, disclosing such information as between Prudential, such Purchaser or such holder and provided in the Company, this paragraph 11H shall supersede any such other confidentiality undertakingpreceding sentence.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Each Purchaser and each holder of any Note may deliver copies of agrees to keep confidential any financial statements and other documents information delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) its directors, officers, employees, agents and professional consultants, (ii) any Purchaser or holder of any Note, (iii) any Institutional Investor to which it offers to sell any Note or any part thereof other than a Competitor, (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a Competitor, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to it, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage information that would subject the Company or its officers to any fine or penalty under any securities laws or regulationsis publicly available) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and such other non-public proprietary information regarding delivered by the Company which was obtained pursuant that is clearly designated in writing to paragraph 5B be or paragraph 5Cotherwise known by such Purchaser to be confidential; PROVIDED, HOWEVER, that nothing herein shall prevent such term shall not include information Purchaser from disclosing such information: (xa) to any prospective purchaser who agrees in writing to be bound by this Section 13.9, (b) to any Affiliate, director, officer, employee, agent and professional consultant of any prospective purchasers, in its capacity as such or any actual purchaser, participant, assignee, or transferee of such Purchaser's or prospective purchaser's rights under any Unit or any part thereof that agrees in writing to be bound by this Section 13.9, (c) upon order of any court or administrative agency having jurisdiction over such party, (d) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (e) which was has been publicly knowndisclosed through no breach of such Purchaser, (f) which has been obtained from any Person that is not a party hereto or an Affiliate of any such party, (g) in connection with the exercise of any remedy hereunder, (h) to the certified public accountants for such Purchaser or as required in summary financial or descriptive business information disclosed by such Purchaser that is an investment fund as part of its regular reports to its investors or partners, or (i) as otherwise known expressly contemplated by this Agreement. In order to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by permit the Company to you. For purposes of this paragraphremove or limit any order, “Competitors” shall mean request or demand or to obtain confidential treatment for any Person which has disclosure pursuant to (1c) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2d) a pension or benefit plan maintained by a Person which has above, such Purchaser will use reasonable efforts to inform the Company of any of the foregoing SIC Codessuch request for disclosure prior to disclosure. Prudential and each Purchaser Nothing in this Section 13.9 shall be entitled construed to rely create or give rise to any fiduciary duty on a certificate from a Person that it is not a “Competitor” the part of such Purchaser to the Company. The Company shall be entitled to modify not, nor shall it permit any Subsidiary to, disclose any Purchaser's name or supplement identity as an investor in writing the foregoing SIC Codes Company in any press release or other public announcement or in any document or material filed with any governmental entity, without the prior written consent of the Required Holders such Purchaser, unless such disclosure is required by applicable law or governmental regulations or by order of a court of competent jurisdiction, in which consent shall not be unreasonably denied. In the event that as a condition case prior to receiving access to information relating to making such disclosure the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant shall give written notice to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or describing in reasonable detail the proposed content of such holder disclosure and shall permit the Company, this paragraph 11H shall supersede any Purchaser to review and comment upon the form and substance of such other confidentiality undertakingdisclosure.

Disclosure to Other Persons. The Company acknowledges that PrudentialBy its acceptance of any Note, each Purchaser and each holder of any a Note may deliver copies of any financial statements and other documents delivered each Transferee agrees to it, use its best efforts to hold in confidence and not disclose any written information (other than information disclosed (a) which was publicly known or otherwise known to itsuch Person, at the time of disclosure (except pursuant to disclosure in connection with this Agreement), (b) which subsequently becomes publicly known through no act or omission by such Person, or (c) which otherwise becomes known to such Person, other than through disclosure by the Company) delivered or made available by or on behalf of the Company or any Subsidiary subsidiary to such Person (including, without limitation, any non-public information obtained pursuant to paragraph 5A or 5B) in connection with or pursuant to this Agreement which is proprietary in nature; provided, however, that nothing herein shall prevent the holder of any Note from disclosing any information disclosed to such holder to (i) its directors, officers, employees, agents and professional consultants, (ii) any Purchaser or holder of Institutional Investor which holds any Note, (iii) any Institutional Investor to which it offers to sell any Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a CompetitorNote, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (a1) in compliance with any law, rule, regulation or order applicable to it, (b2) in response to any subpoena or other legal process or informal investigative demand, (c3) in connection with any litigation to which it is a party or (d4) in order to protect its investment and enforce its the rights under this Agreement. Subject of any holder in any Note; provided, further, that in regard to any such disclosure to a Person described in clause (ii), (iii), (iv) or (v) such Person agrees in writing to be bound by the disclosure permitted in the first sentence provisions of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) 11I as if it were a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakinghereunder.

Disclosure to Other Persons. The Each Purchaser agrees to use its best efforts to hold in confidence and not to disclose any Confidential Information, provided, that any Purchaser will be free, after notice to the Company, to correct any false or misleading information that may become public concerning its relationship to the Company and the Subsidiaries or to the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Company acknowledges that Prudential, each Purchaser and each the holder of any Note may deliver copies of any financial statements and other documents delivered to itsuch holder, and disclose any other information disclosed to itsuch holder (including, without limitation, Confidential Information), by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to Agreement, to (i) its such holder's directors, officers, employees, agents and professional consultants, , (ii) any Purchaser or other holder of any Note, , (iii) any Institutional Investor to which it such holder sells or offers to sell any such Note or any part thereof other than thereof, provided that such Institutional Investor signs a Competitorwritten agreement to comply with the confidentiality provisions of this Agreement, regardless of whether or not such offeree purchases any Notes, and provided further that no such agreement shall be required so long as such Institutional Investor is furnished only with information that is not Confidential Information, (iv) any Institutional Investor to which it such holder sells or offers to sell a participation in all or any part of such Note, provided that such Institutional Investor signs a written agreement to comply with the confidentiality provisions of this Agreement, regardless of whether or not such offeree purchases any Note other than a CompetitorNotes, and provided further that no such agreement shall be required so long as such Institutional Investor is furnished only with information that is not Confidential Information, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, such holder, (viivi) the National Association of Insurance Commissioners or any similar organization, or organization or (viiivii) any other Person to which such delivery or disclosure may be necessary necessary, (a) in compliance with any law, rule, regulation or order applicable to it, such holder, (b) in response to any subpoena or other legal process or informal investigative demandprocess, or (c) in connection with any litigation to which it such holder is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakingparty.

Disclosure to Other Persons. Except as provided in the second sentence of this paragraph 12H, each holder and each Person that purchases a participation in a Note or any part thereof agrees that it will hold in confidence, in accordance with such procedures as such holder or Person applies generally to information of this kind, any Confidential Information provided by the Company or any Subsidiary; provided that such holder or Person will be free, after notice to the Company, to correct any false or misleading information which may become public concerning the relationship of such holder or Person to the Company. The Company acknowledges that Prudential, each Purchaser and each the holder of any Note or Warrant may deliver copies of any financial statements and other documents or materials delivered to itsuch holder, and disclose any other information disclosed to itsuch holder, and disclose any other information disclosed to such holder, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement or the other Subordinated Note Documents to (i) its such holder's directors, officers, employees, agents and professional consultants, (ii) any Purchaser or other holder of any NoteNote or Warrant, (iii) any Institutional Investor Person to which it such holder offers to sell any such Note or Warrant or any part thereof other than a Competitorthereof, (iv) any Institutional Investor Person to which it such holder sells or offers to sell a participation in all or any part of any such Note other than a Competitoror Warrant, (v) any Institutional Investor Person from which it such holder offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over itsuch holder, (vii) the National Association of Insurance Commissioners or any similar organization, organization or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demand, demand or (c) in connection with any litigation to which it such holder is a party or (d) in order to enforce its rights under this Agreementparty. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such Each holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree agrees to use their best efforts to hold in confidence and not to disclose or use (other than Confidential Information for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakingonly.

Disclosure to Other Persons. Except as provided in this paragraph 12H, each holder and each Person that purchases a participation in a Note or any part thereof agrees that it will use its best efforts to hold in confidence and not to disclose the Confidential Information; provided that such holder or Person will be free, after notice to the Company, to correct any false or misleading information which may become public concerning the relationship of such holder or Person to the Company. The Company acknowledges that Prudential, each Purchaser and each the holder of any Note or Warrant may deliver copies of any financial statements and other documents or materials delivered to itsuch holder, and disclose any other information disclosed to itsuch holder, and disclose any other information disclosed to such holder, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement and the other Subordinated Note Documents to (i) its such holder's directors, officers, employees, agents and professional consultants, (ii) any Purchaser or other holder of any NoteNote or Warrant, (iii) any Institutional Investor Person to which it such holder offers to sell any such Note or Warrant or any part thereof other than a Competitorand to which such holder could then transfer such Note or Warrant pursuant to paragraph 12G, (iv) any Institutional Investor Person to which it such holder sells or offers to sell a participation in all or any part of any such Note other than a Competitoror Warrant and to which such holder could then transfer such Note or Warrant pursuant to paragraph 12G, (v) any Institutional Investor Person from which it such holder offers to purchase any security of the CompanyCompany and to which such holder could then transfer such Note or Warrant pursuant to paragraph 12G, (vi) any federal or state regulatory authority having jurisdiction over itsuch holder, (vii) the National Association of Insurance Commissioners or any similar organization, organization or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demand, demand or (c) in connection with any litigation to which it such holder is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakingparty.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each holder of any Note may deliver copies of agrees to keep confidential any financial statements and other documents information delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement (other than information that is publicly available) and such other non-public proprietary information delivered by the Company that is clearly designated in writing to be or otherwise known by the Purchaser to be confidential; provided, however, that nothing herein shall prevent the Purchaser from disclosing such information: (ia) its directorsto any Affiliate, officersdirector, employeesofficer, agents employee, agent and professional consultantsconsultant of the Purchaser, (ii) any Purchaser or holder of any Note, (iii) any Institutional Investor to which it offers to sell any Note in its capacity as such or any part thereof other than a Competitorproposed assignee, (iv) any Institutional Investor to which it sells or offers to sell a participation in transferee of all or any part portion of the Purchaser's rights under the Series D Preferred Stock that agrees in writing to be bound by this Section 8.9, (b) upon order of any Note other than a Competitorcourt or administrative agency having jurisdiction over such party, (vc) upon the request or demand of any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal regulatory agency or state regulatory authority having jurisdiction over itsuch party, (viid) which has been publicly disclosed through no breach of the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to itPurchaser, (be) in response to which has been obtained from any subpoena Person that is not a party hereto or other legal process or informal investigative demandan Affiliate of any such party, (cf) in connection with the exercise of any litigation remedy hereunder, (g) to which it the certified public accountants for the Purchaser or as required in summary financial or descriptive business information disclosed by the Purchaser that is a party an investment fund as part of its regular reports to its investors or partners, or (dh) in order to enforce its rights under as otherwise expressly contemplated by this Agreement. Subject In order to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by permit the Company to youremove or limit any order, request or demand or to obtain confidential treatment for any disclosure pursuant to (b) or (c) above, the Purchaser will use reasonable efforts to inform the Company of any such request for disclosure prior to disclosure. For purposes of Nothing in this paragraph, “Competitors” Section 8.9 shall mean be construed to create or give rise to any Person which has (1) any fiduciary duty on the part of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. The Company acknowledges Each Holder agrees to use reasonable efforts to hold in confidence and not disclose any written information delivered or made available to it by or on behalf of Holdings or any of its Subsidiaries in connection with or pursuant to this Agreement or the other Project Documents that Prudentialis clearly marked or labeled as being confidential information, each Purchaser other than information (a) that was publicly known or otherwise known to such Holder at the time of disclosure (except pursuant to disclosure in connection with this Agreement or the other Project Documents), (b) that subsequently becomes publicly known through no act or omission by such Holder, or (c) that otherwise becomes known to such Holder, other than through disclosure by Holdings or any of its Subsidiaries, and each holder of provided that nothing in this Agreement or the other Project Documents shall prevent any Note may deliver Holder from delivering copies of any financial statements and other documents delivered to itsuch Holder, and disclose or from disclosing any other information disclosed to itsuch Holder, by or on behalf of the Company Holdings or any Subsidiary of its Subsidiaries in connection with or pursuant to this Agreement or the other Project Documents to (i) its directors, officers, employees, agents and professional consultants, (ii) any Purchaser or holder Holder of any NoteProject Bond, (iii) any Institutional Investor to which it offers to sell any Note Project Bond or any part thereof other than a Competitorthereof, (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a CompetitorProject Bond, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, (viivi) the National Association of Insurance Commissioners or any similar organization, or (viiivii) any other Person to which such delivery or disclosure may be necessary (aA) in compliance with any law, rule, regulation or order applicable to it, (bB) in response to any subpoena or other legal process or informal investigative demand, (cC) in connection with any litigation to which it is a party or (dD) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in Lease and the first sentence of this paragraphother Project Documents (provided that, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with disclosure of such confidential information to any Person described in clause (iii) or (iv), such Person has agreed to the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder provisions of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking7E).

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each the holder of any Note may deliver copies of any financial statements and other documents delivered to itsuch holder, and disclose any other information disclosed to itsuch holder, by or on behalf of the Company or any Subsidiary of its Subsidiaries in connection with or pursuant to this Agreement to (i) its such holder's directors, trustees, officers, employees, agents and professional consultants, (ii) any Purchaser or other holder of any Note, (iii) any Institutional Investor Person to which it such holder offers to sell any such Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor Person to which it such holder sells or offers to sell a participation in all or any part of any Note other than a Competitorsuch Note, (v) any Institutional Investor Person from which it such holder offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over itsuch holder, (vii) the National Association of Insurance Commissioners or any similar organization, organization or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it such holder is a party or (d) in order to enforce its rights under this Agreement. Subject to connection with the disclosure permitted in the first sentence enforcement (or attempted enforcement) of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph Financing Documents. Each Purchaser agrees (and any Transferee which avails itself of the benefits of Section 5A(iii) or (xii) or Section 5C shall be deemed to have likewise agreed) (such Purchaser and any such Transferee each agree to use their best efforts herein called a "Holder") to hold in confidence in accordance with its internal corporate practice for treating confidential information received from third parties and not to disclose or use any information (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (xa) which was publicly known, known or otherwise known to you such Holder at the time of disclosuredisclosure (except pursuant to disclosure in connection with this Agreement), (yb) which subsequently 80 82 becomes publicly known through no act or omission by you or any of your agents such Holder, or (zc) which otherwise becomes known to you such Holder, other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) or any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, its Subsidiaries) delivered or (2) a pension made available by or benefit plan maintained by a Person which has any on behalf of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or any of its Subsidiaries to such Holder (including without limitation any nonpublic information obtained pursuant to Section 5A or 5C) in connection with the transactions contemplated by or otherwise pursuant to this AgreementAgreement which is clearly marked or labeled as being confidential information, Prudential, any Purchaser or provided that nothing herein shall prevent the holder of a any Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, disclosing such information as between Prudential, such Purchaser or such holder and provided in the Company, this paragraph 11H shall supersede any such other confidentiality undertakingpreceding sentence.

Disclosure to Other Persons. The Company acknowledges that PrudentialBy its acceptance of any Note, each Purchaser and each holder of any Note may deliver copies of any financial statements Transferee agrees to use its best efforts to hold in confidence and other documents delivered to it, and not disclose any written information (other than information disclosed (a) which was publicly known or otherwise known to itsuch Person, at the time of disclosure (except pursuant to disclosure in connection with this Agreement or the Global Agreement), (b) which subsequently becomes publicly known through no act or omission by such Person, or (c) which otherwise becomes known to such Person, other than through disclosure by Global or any of the Global Subsidiaries) delivered or made available by or on behalf of the Company or any Subsidiary to such Person (including, without limitation, any non- public information obtained pursuant to paragraph 5) in connection with or pursuant to this Agreement which is proprietary in nature; provided, however, that nothing herein shall prevent the holder of any Note from disclosing any information disclosed to such holder to (i) its directors, officers, employees, agents and professional consultants, (ii) any Purchaser or holder of Institutional Investor which holds any Note, (iii) any Institutional Investor to which it offers to sell any Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a CompetitorNote, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (a1) in compliance with any law, rule, regulation or order applicable to it, (b2) in response to any subpoena or other legal process or informal investigative demand, (c3) in connection with any litigation to which it is a party or (d4) in order to protect its investment and enforce its the rights under this Agreement. Subject of any holder in any Note; provided, further, that in regard to any such disclosure to a Person described in clause (ii), (iii), (iv) or (v) such Person agrees in writing to be bound by the disclosure permitted in the first sentence provisions of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) 11I as if it were a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakinghereunder.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each the holder of any Note may deliver copies of any financial statements and other documents delivered to itsuch holder, and disclose any other information disclosed to itsuch holder, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) its such holder's directors, officers, employees, agents agents, investment advisers and professional consultants, (ii) any Purchaser or other holder of any Note, (iii) any Institutional Investor Person to which it such holder offers to sell any such Note or any part thereof other than a Competitor(and which agrees to be bound by the provisions of this paragraph 11H), (iv) any Institutional Investor Person to which it such holder sells or offers to sell a participation in all or any part of any such Note other than a Competitor(and which agrees to be bound by the provisions of this paragraph 11H), (v) any Institutional Investor Person from which it such holder offers to purchase any security of the CompanyCompany (and which agrees to be bound by the provisions of this paragraph 11H), (vi) any federal or state regulatory authority having jurisdiction over itsuch holder, (vii) the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in to effect compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it such holder is a party or party, (d) in connection with the exercise of any remedies hereunder or under any other Note Document, or (e) in order to enforce protect such holder's investment in such Note. Each Purchaser agrees to use its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder best efforts (and any Person designated by any Transferee which avails itself of the foregoing Persons under benefits of paragraph 5C each agree 5A(vi) or (ix) or paragraph 5B shall be deemed to have agreed to use their its best efforts efforts) (such Purchaser and any such Transferee each herein called a "Holder") to hold in confidence and not to disclose or use any information (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (xa) which was publicly known, known or otherwise known to you such Holder at the time of disclosuredisclosure (except pursuant to disclosure in connection with this Agreement), (yb) which subsequently becomes publicly known through no act or omission by you or any of your agents such Holder, or (zc) which otherwise becomes known to you such Holder, other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) or any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, its Subsidiaries) delivered or (2) a pension made available by or benefit plan maintained by a Person which has any on behalf of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or any of its Subsidiaries to such Holder (including without limitation any non-public information obtained pursuant to paragraph 5A or 5B) in connection with the transactions contemplated by or otherwise pursuant to this AgreementAgreement which is clearly marked or labeled as being confidential information, Prudential, any Purchaser or provided that nothing herein shall prevent the holder of a any Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, disclosing such information as between Prudential, such Purchaser or such holder and provided in the Company, this paragraph 11H shall supersede any such other confidentiality undertakingpreceding sentence.

Disclosure to Other Persons. Except as provided in the second sentence of this Section 7.12, each holder of the Note and each Person that purchases a participation in the Note or any part thereof agrees that it will hold in confidence in accordance with such procedures such holder or Person applies generally to the information of this kind and not to disclose any Confidential Information provided by the Borrower or any Subsidiary; provided that such holder or Person will be free, after notice to the Borrower, to correct any false or misleading information which may become public concerning the relationship of such holder or Person to the Borrower. The Company Borrower acknowledges that Prudential, each Purchaser and each the holder of any Note may deliver copies of any financial statements and other documents or materials delivered to itsuch holder, and disclose any other information disclosed to itsuch holder, and disclose any other information disclosed to such holder, by or on behalf of the Company Borrower or any Subsidiary in connection with or pursuant to this Agreement or the other Loan Documents to (i) its such holder's directors, officers, employees, agents and professional consultants, (ii) any Purchaser or other holder of any Note, (iii) any Institutional Investor Person to which it such holder offers to sell any such Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor Person to which it such holder sells or offers to sell a participation in all or any part of any Note other than a Competitorsuch Note, (v) any Institutional Investor Person from which it such holder offers to purchase any security of the CompanyBorrower, (vi) any federal or state regulatory authority having jurisdiction over itsuch holder, (vii) the National Association of Insurance Commissioners or any similar organization, organization or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demand, demand or (c) in connection with any litigation to which it such holder is a party or (d) in order to enforce its rights under this Agreementparty. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such Each holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree Note agrees to use their best efforts to hold in confidence and not to disclose or use (other than confidential information for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any only. As used herein, "Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other " means any material non-public information regarding the Company which was obtained Borrower or any of its Subsidiaries that is marked by the Borrower as confidential and is provided to the holder of the Note, any Person that purchases a participation in the Note or any offeree of the Note or of a participation therein pursuant to paragraph 5B or paragraph 5C; PROVIDEDthis Agreement, HOWEVER, that such term shall not include other than information (xi) which that was publicly known, known or otherwise known to you such holder, such Person or such offeree at the time of disclosure, (yii) which that subsequently becomes publicly known through no act or omission by you of such holder, such Person or any of your agents such offeree or (ziii) which that otherwise becomes known to you such holder, such Person or such offeree other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean Borrower or any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakingSubsidiary.

Disclosure to Other Persons. The Company (a) Each Borrower acknowledges that Prudential, each Purchaser and each the holder of any Note may deliver copies of any financial statements and other documents delivered to itsuch holder, and disclose any other information disclosed to itsuch holder, by or on behalf of the Company or any Subsidiary Borrowers in connection with or pursuant to this Agreement to (i) its such holder's directors, officers, employees, agents agents, and professional consultants, (ii) any Purchaser or other holder of any NoteNotes, (iii) any Institutional Investor Person to which it such holder offers to sell any Note such Notes or any part thereof other than thereof, so long as such potential purchaser agrees, in writing, to preserve the confidentiality of such information (except that such potential purchaser may disclose such information in accordance with this Section 13.9); provided, however, that such disclosure will not be made to any potential purchaser which is known to be a Competitordirect competitor, or an Affiliate of a direct competitor, of any Borrower without the prior written consent of such Borrower, (iv) any Institutional Investor Person to which it such holder sells or offers to sell a participation in all or any part of such Notes, so long as such potential purchaser agrees, in writing, to preserve the confidentiality of such information (except that such potential purchaser may disclose such information in accordance with this Section 13.9); provided, however, that such disclosure will not be made to any Note other than potential purchaser which is known to be a Competitordirect competitor, or an affiliate of a direct competitor, of any Borrower without the prior written consent of such Borrower, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organizationsuch holder, or (viiivi) any other Person to which such delivery or disclosure may be necessary or advisable to avoid material prejudice (ax) in compliance with any law, rule, regulation regulation, or order applicable to itsuch holder, (by) in response to any subpoena or other legal process process, or informal investigative demand, (cz) in connection with any litigation to which it such holder is a party party. Nothing in this Section 13.9 shall be construed to create or give rise to any fiduciary duty on the part of any holder to Borrowers. (db) Each Purchaser agrees to keep confidential any information delivered by Borrower hereunder; provided, however, that subject to the provisos contained in order Section 13.9(a)(iii) and (iv) hereof, nothing herein shall prevent such Purchaser from disclosing such information: (i) to enforce its any Affiliate of, or investor in, such Purchaser or, any actual or potential purchaser, participant, assignee, or transferee of such Purchaser's rights under any Note that agrees to be bound by this Agreement. Subject to Section 13.9, (ii) upon order of any court or administrative agency, (iii) upon the disclosure permitted in the first sentence request or demand of this paragraphany regulatory agency or authority having jurisdiction over such party, Prudential(iv) which has been publicly disclosed, each such Purchaser, each such holder and (v) which has been obtained from any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” party hereto or an Affiliate of the Company. The Company shall any such party, unless such Purchaser knows that such information is required by such Person to be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries kept confidential, (vi) in connection with the transactions exercise of any remedy hereunder, (vii) to the independent and certified public accountants for such Purchaser, (viii) as otherwise expressly contemplated by or otherwise pursuant to this Agreement, Prudential(ix) to counsel for and other advisors, any Purchaser accountants, and auditors to such Purchaser, or holder of a Note is (x) as may be required to agree to a confidentiality undertaking (whether through IntraLinksby statute, another secure websitedecision, a secure virtual workspace or otherwise) which is different from this paragraph 11Hjudicial or administrative order, this paragraph 11H shall not be amended thereby andrule, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakingregulation.

Disclosure to Other Persons. The Company acknowledges that PrudentialBy its acceptance of any Note, each Purchaser agrees to use its best efforts to hold in confidence and each holder of any Note may deliver copies of any financial statements and other documents delivered to it, and not disclose any written information (other than information disclosed (a) which was publicly known or otherwise known to itsuch Person, at the time of disclosure (except pursuant to disclosure in connection with this Guaranty Agreement), (b) which subsequently becomes publicly known through no act or omission by such Person, or (c) which otherwise becomes known to such Person, other than through disclosure by the Guarantor) delivered or made available by or on behalf of the Company Guarantor or any Subsidiary to such Person (including, without limitation, any non-public information obtained pursuant to paragraph 5A or 5B) in connection with or pursuant to this Guaranty Agreement which is proprietary in nature; provided, however, that nothing herein shall prevent the holder of any Note from disclosing any information disclosed to such holder to (i) its directors, officers, employees, agents and professional consultants, (ii) any Purchaser or holder of Institutional Investor which holds any Note, (iii) any Institutional Investor to which it offers to sell any Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a CompetitorNote, (v) any Institutional Investor from which it offers to purchase any security of the CompanyGuarantor, (vi) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (a1) in compliance with any law, rule, regulation or order applicable to it, (b2) in response to any subpoena or other legal process or informal investigative demand, (c3) in connection with any litigation to which it is a party or (d4) in order to protect its investment and enforce its the rights under this Agreement. Subject of any holder in any Note; provided, further, that -in regard to any such disclosure to a Person described in clause (ii), (iii), (iv) or (v), such Person agrees in writing to be bound by the disclosure permitted in the first sentence provisions of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. (a) The Company acknowledges that Prudential, each Purchaser and each holder of any Note the Investor may deliver copies of any financial statements and other documents delivered to itthe Investor, and disclose any other information disclosed to itthe Investor, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) its the Investor's directors, officers, employees, agents and professional consultants, (ii) any Purchaser Person to which the Investor offers to sell, in accordance with the applicable securities Laws, the Preferred Shares, the Warrants or holder any security received with respect thereto pursuant to any stock dividend, stock split, recapitalization or similar event or any part thereof, so long as such potential purchaser agrees, in writing, to preserve the confidentiality of such information (except that such potential purchaser may disclose such information in accordance with this Section 11.16); provided, however, that such disclosure will not be made to any Notepotential purchaser which is known to be a competitor, or an Affiliate of a direct competitor, of the Company without the prior written consent of the Company, (iii) any Institutional Investor Person to which it offers to sell any Note or any part thereof other than a Competitor, (iv) any Institutional Investor to which it such holder sells or offers to sell a participation in all or any part of the Securities, so long as such potential purchaser agrees, in writing, to preserve the confidentiality of such information (except that such potential purchaser may disclose such accordance with this Section 11.16); provided, however, that such disclosure will not be made to any Note other than potential purchaser which is a Competitorcompetitor, (v) any Institutional Investor from which it offers to purchase any security or an Affiliate of a competitor, of the Company without the prior written consent of the Company, (viiv) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organization, Investor or (viiiv) any other Person to which such delivery or disclosure may be necessary or appropriate (aA) in compliance with any law, rule, regulation regulation, or order applicable to itsuch holder, (bB) in response to any subpoena or other legal process process, or informal investigative demand, (cC) in connection with any litigation to which it the Investor is a party or party. (db) in order The Investor agrees to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and keep confidential any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports information delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company hereunder; provided, however, that subject to you. For purposes the provisions contained in Section 11.16(a)(ii) and (iii) hereof, nothing herein shall prevent the Investor from disclosing such information (i) to any Affiliate of, or investor in, the Investor or, any actual or potential purchaser, participant assignee or transferee of the Investor's rights under the Note that agrees to be bound by this paragraphSection 11.16, “Competitors” shall mean (iii) upon order of any court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority having jurisdiction over the Investor, (v) which has been publicly disclosed (vi) which has been obtained from any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” party hereto or an Affiliate of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries any such party, (vii) in connection with the transactions exercise of any remedy hereunder, (viii) to the independent and certified public accountants for the Investor or (ix) as otherwise expressly contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser Prudential (and each Transferee by its acceptance of an interest in any Note) agrees, so long as no Event of Default is continuing under paragraphs 7A(i), (ii), (viii), (ix) or (x), that it will use its best efforts to hold in confidence and not disclose any Confidential Information without the prior written consent of the Company which consent shall not be unreasonably denied; provided, however, that nothing contained herein shall prevent any holder of any Note may deliver Notes from delivering copies of any financial statements and other documents delivered to itsuch holder, and disclose disclosing any other information disclosed to itsuch holder, by or on behalf of the Company or any Subsidiary of the Company in connection with or pursuant to this Agreement to (i) its such holder's directors, officers, employees, agents and professional consultants, (ii) any Purchaser or other holder of any NoteNotes, (iii) any Institutional Investor which is not a Competitor to which it such holder offers to sell any such Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor which is not a Competitor to which it such holder sells or offers to sell a participation in all or any part of any Note other than a Competitorsuch Note, (v) any Institutional Investor which is not a Competitor from which it such holder offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over itsuch holder, (vii) the National Association of Insurance Commissioners or any similar organization, organization or (viii) any other Person which is not a Competitor to which such delivery or disclosure may be reasonably necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation in connection with this Agreement to which it such holder is a party or (d) in order to protect such holder's investment and enforce its the rights of such holder under this Agreement. Subject Agreement or any Notes; and provided further that after notice to the disclosure permitted in Company the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any holders of the foregoing Persons under paragraph 5C each agree Notes shall be free to use correct any false or misleading information which may become public concerning their best efforts relationship to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to youits Subsidiaries. For purposes The holders of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to Notes may in good faith rely on a certificate from of a Person proposed Transferee addressed and delivered to the Company and such proposed seller of the Note(s) to the effect that it such proposed purchaser is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement If Prudential is in writing the foregoing SIC Codes agreement with the consent foregoing, please sign the form of acceptance on the Required Holders which consent shall not be unreasonably denied. In enclosed counterpart of this letter and return the event that as a condition same to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, whereupon this paragraph 11H letter shall supersede any such other confidentiality undertaking.become a binding agreement between the Company and Prudential. Very truly yours, CORRPRO COMPANIES, INC. By: -------------------------------- Title: ------------------------------ The foregoing Agreement is hereby accepted as of the date first above written. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: -------------------------- Vice President

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each holder of any Note may deliver copies of any financial statements and other documents delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) its directors, officers, employees, agents and professional consultants, (ii) any Purchaser or holder of any Note, (iii) any Institutional Investor to which it offers to sell any Note or any part thereof other than a Competitor, (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a Competitor, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to it, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. Except as provided in the second sentence of this Section 12.8, each holder and each Person that purchases a participation in a Note or any part thereof agrees that it will hold in confidence, in accordance with such procedures as such holder or Person applies generally to information of this kind, any Confidential Information provided by the Company or any Subsidiary; provided that such holder or Person will be free, after notice to the Company, to correct any false or misleading information which may become public concerning the relationship of such holder or Person to the Company. The Company acknowledges that Prudential, each Purchaser and each the holder of any Note Note, Preferred Stock or Warrant may deliver copies of any financial statements and other documents or materials delivered to itsuch holder, and disclose any other information disclosed to itsuch holder, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Restructuring Agreement or the other Note Documents to (i) its such holder's directors, officers, employees, agents and professional consultants, (ii) any Purchaser or other holder of any Note, Preferred Stock or Warrant, (iii) any Institutional Investor Person to which it such holder offers to sell any Note such Note, Preferred Stock or Warrant or any part thereof other than a Competitorthereof, (iv) or any Institutional Investor Person to which it such holder sells or offers to sell a participation in all or any part of such Note, Preferred Stock or Warrant, or any Note other than a Competitor, (v) any Institutional Investor Person from which it such holder offers to purchase any security of the Company, subject to first obtaining an agreement that such Person will maintain the confidentiality of such information upon the same terms as contained herein, (viiv) any federal or state regulatory authority having jurisdiction over itsuch holder, (viiv) the National Association of Insurance Commissioners or any similar organization, organization or (viiivi) any other Person to which such delivery or disclosure may be reasonably necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demand, demand or (c) in connection with any litigation to which it such holder is a party or (d) party, provided that, in order to enforce its rights under this Agreement. Subject each case, unless prohibited by applicable law, reasonable prior written notice of the disclosure of such information shall be given to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such Company . Each holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree agrees to use their best efforts to hold in confidence and not to disclose or use (other than Confidential Information for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakingonly.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each the holder of any Note may deliver copies of any financial statements and other documents delivered to itsuch holder, and disclose any other information disclosed to itsuch holder, by or on behalf of the Company or any Subsidiary Guarantor in connection with or pursuant to this Agreement to (i) its such holder's directors, trustees, officers, employees, agents and professional consultants, (ii) any Purchaser or other holder of any Note, (iii) any Institutional Investor Person to which it such holder offers to sell any such Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor Person to which it such holder sells or offers to sell a participation in all or any part of any Note other than a Competitorsuch Note, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over itsuch holder, (viivi) the National Association of Insurance Commissioners or any similar organization, organization or (viiivii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demandprocess, (c) in connection with any litigation to which it such holder is a party or party, (d) in order to enforce its rights under this Agreement. Subject protect such holder's investment in such Note or (e) to correct any false or misleading information which may become public concerning the relationship with such holder to the disclosure permitted Company or the Guarantors. Except as provided in the first sentence of this paragraph, Prudentialprevious sentence, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to agrees that it will use their its best efforts to hold in confidence and not to disclose the Confidential Information. As used herein "Confidential Information" means copies of any financial statements and other documents delivered to such holder, and any other information disclosed to such holder, by or use (other than for internal purposes which shall not include any usage that would subject on behalf of the Company or its officers to any fine Guarantor of the Company in connection with or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDEDthis Agreement, HOWEVER, that such term shall but does not include information (xi) which was publicly known, known or otherwise known to you such holder, at the time of disclosure, (yii) which subsequently becomes publicly known through no act or omission by you or any of your agents such holder, or (ziii) which otherwise becomes known to you such holder, other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean or any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” Guarantor of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. Except as provided in the second sentence of this Section 12.8, each holder and each Person that purchases a participation in a Note or any part thereof agrees that it will hold in confidence, in accordance with such procedures as such holder or Person applies generally to information of this kind, any Confidential Information provided by the Company or any Subsidiary; provided that such holder or Person will be free, after -------- notice to the Company, to correct any false or misleading information which may become public concerning the relationship of such holder or Person to the Company. The Company acknowledges that Prudential, each Purchaser and each the holder of any Note Note, Preferred Stock or Warrant may deliver copies of any financial statements and other documents or materials delivered to itsuch holder, and disclose any other information disclosed to itsuch holder, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Restructuring Agreement or the other Note Documents to (i) its such holder's directors, officers, employees, agents and professional consultants, (ii) any Purchaser or other holder of any Note, Preferred Stock or Warrant, (iii) any Institutional Investor Person to which it such holder offers to sell any Note such Note, Preferred Stock or Warrant or any part thereof other than a Competitorthereof, (iv) or any Institutional Investor Person to which it such holder sells or offers to sell a participation in all or any part of such Note, Preferred Stock or Warrant, or any Note other than a Competitor, (v) any Institutional Investor Person from which it such holder offers to purchase any security of the Company, subject to first obtaining an agreement that such Person will maintain the confidentiality of such information upon the same terms as contained herein, (viiv) any federal or state regulatory authority having jurisdiction over itsuch holder, (viiv) the National Association of Insurance Commissioners or any similar organization, organization or (viiivi) any other Person to which such delivery or disclosure may be reasonably necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to itsuch holder, (b) in response to any subpoena or other legal process or informal investigative demand, demand or (c) in connection with any litigation to which it such holder is a party or (d) party, provided that, in order to enforce its rights under this Agreement. Subject each case, unless prohibited by applicable law, reasonable -------- prior written notice of the disclosure of such information shall be given to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such Company . Each holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree agrees to use their best efforts to hold in confidence and not to disclose or use (other than Confidential Information for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakingonly.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each holder of any Note may deliver copies of agrees to keep --------------------------- confidential any financial statements and other documents information delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement (other than information that is publicly available) and such other non-public proprietary information delivered by the Company that is clearly designated in writing to be or otherwise known by the Purchaser to be confidential; provided, however, that nothing herein shall prevent the Purchaser -------- ------- from disclosing such information: (ia) its directorsto any prospective purchaser who agrees in writing to be bound by this Section 14.9 with notice to the Company given in accordance with Section 14.2, officers(b) to any Affiliate, employeesdirector, agents officer, employee, agent and professional consultants, (ii) any Purchaser or holder consultant of any Noteprospective purchasers, (iii) in its capacity as such or any Institutional Investor to which it offers to sell actual purchaser, participant, assignee, or transferee of such Purchaser's or prospective purchaser's rights under any Note Unit or any part thereof other than a Competitorthat agrees in writing to be bound by this Section 14.9 with notice to the Company given in accordance with Section 14.2, (ivc) any Institutional Investor to which it sells or offers to sell a participation in all or any part upon order of any Note other than a Competitorcourt or administrative agency having jurisdiction over such party, (vd) upon the request or demand of any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal regulatory agency or state regulatory authority having jurisdiction over itsuch party, (viie) the National Association which has been publicly disclosed through no breach of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to itPurchaser, (bf) in response to which has been obtained from any subpoena Person that is not a party hereto or other legal process or informal investigative demandan Affiliate of any such party, (cg) in connection with the exercise of any litigation remedy hereunder, (h) to which it the certified public accountants for the Purchaser or as required in summary financial or descriptive business information disclosed by the Purchaser that is a party an investment fund as part of its regular reports to its investors or partners, or (i) as otherwise expressly contemplated by this Agreement. In order to permit the Company to remove or limit any order, request or demand or to obtain confidential treatment for any disclosure pursuant to (c) or (d) above, the Purchaser will use reasonable efforts to inform the Company of any such request for disclosure prior to disclosure. Nothing in order this Section 14.9 shall be construed to enforce its rights under this Agreement. Subject create or give rise to any fiduciary duty on the part of the Purchaser to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each holder of any Note may deliver copies of any financial statements and other documents delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) its directors, officers, employees, agents and professional consultants, (ii) any Purchaser or holder of any Note, (iii) any Institutional Investor to which it offers to sell any Note or any part thereof other than a Competitor, (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a Competitor, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to it, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts maintain the confidentiality of such Confidential Information in accordance with procedures adopted by Prudential, such Purchaser or other Person in good faith to hold in confidence and not protect confidential information of third parties delivered to disclose Prudential, such Purchaser or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential InformationPerson. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDEDprovided, HOWEVERhowever, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each holder of any Note may deliver copies of agrees to keep --------------------------- confidential any financial statements and other documents information delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement (other than information that is publicly available) and such other non-public proprietary information delivered by the Company that is clearly designated in writing to be or otherwise known by the Purchaser to be confidential; provided, however, that nothing herein shall prevent the Purchaser -------- ------- from disclosing such information: (ia) its directorsto any prospective purchaser who agrees in writing to be bound by this Section 13.9, officers(b) to any Affiliate, employeesdirector, agents officer, employee, agent and professional consultants, (ii) any Purchaser or holder consultant of any Noteprospective purchasers, (iii) in its capacity as such or any Institutional Investor to which it offers to sell actual purchaser, participant, assignee, or transferee of such Purchaser's or prospective purchaser's rights under any Note Unit or any part thereof other than a Competitorthat agrees in writing to be bound by this Section 13.9, (ivc) any Institutional Investor to which it sells or offers to sell a participation in all or any part upon order of any Note other than a Competitorcourt or administrative agency having jurisdiction over such party, (vd) upon the request or demand of any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal regulatory agency or state regulatory authority having jurisdiction over itsuch party, (viie) the National Association which has been publicly disclosed through no breach of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to itPurchaser, (bf) in response to which has been obtained from any subpoena Person that is not a party hereto or other legal process or informal investigative demandan Affiliate of any such party, (cg) in connection with the exercise of any litigation remedy hereunder, (h) to which it the certified public accountants for the Purchaser or as required in summary financial or descriptive business information disclosed by the Purchaser that is a party an investment fund as part of its regular reports to its investors or partners, or (i) as otherwise expressly contemplated by this Agreement. In order to permit the Company to remove or limit any order, request or demand or to obtain confidential treatment for any disclosure pursuant to (c) or (d) above, the Purchaser will use reasonable efforts to inform the Company of any such request for disclosure prior to disclosure. Nothing in order this Section 13.9 shall be construed to enforce its rights under this Agreement. Subject create or give rise to any fiduciary duty on the part of the Purchaser to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and other non-public information regarding the Company which was obtained pursuant to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. The Company acknowledges that Prudential, each Purchaser and each holder of any Note may deliver copies of agrees to keep confidential any financial statements and other documents information delivered to it, and disclose any other information disclosed to it, by or on behalf of the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) its directors, officers, employees, agents and professional consultants, (ii) any Purchaser or holder of any Note, (iii) any Institutional Investor to which it offers to sell any Note or any part thereof other than a Competitor, (iv) any Institutional Investor to which it sells or offers to sell a participation in all or any part of any Note other than a Competitor, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, (vii) the National Association of Insurance Commissioners or any similar organization, or (viii) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to it, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which it is a party or (d) in order to enforce its rights under this Agreement. Subject to the disclosure permitted in the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage information that would subject the Company or its officers to any fine or penalty under any securities laws or regulationsis publicly available) any Confidential Information. “Confidential Information” shall mean financial statements and reports delivered pursuant to paragraph 5A and such other non-public proprietary information regarding delivered by the Company which was obtained pursuant that is clearly designated in writing to paragraph 5B be or paragraph 5Cotherwise known by the Purchaser to be confidential; PROVIDED, HOWEVER, that nothing herein shall prevent the Purchaser from disclosing such term shall not include information information: (xa) to any prospective purchaser who agrees in writing to be bound by this Section 13.9, (b) to any Affiliate, director, officer, employee, agent and professional consultant of any prospective purchasers, in its capacity as such or any actual purchaser, participant, assignee, or transferee of such Purchaser's or prospective purchaser's rights under any Unit or any part thereof that agrees in writing to be bound by this Section 13.9, (c) upon order of any court or administrative agency having jurisdiction over such party, (d) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (e) which was has been publicly known, or otherwise known to you at the time disclosed through no breach of disclosurePurchaser, (yf) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean has been obtained from any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” party hereto or an Affiliate of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries any such party, (g) in connection with the transactions exercise of any remedy hereunder, (h) to the certified public accountants for the Purchaser or as required in summary financial or descriptive business information disclosed by the Purchaser that is an investment fund as part of its regular reports to its investors or partners, or (i) as otherwise expressly contemplated by this Agreement. In order to permit the Company to remove or otherwise limit any order, request or demand or to obtain confidential treatment for any disclosure pursuant to (c) or (d) above, the Purchaser will use reasonable efforts to inform the Company of any such request for disclosure prior to disclosure. Nothing in this Agreement, Prudential, Section 13.9 shall be construed to create or give rise to any fiduciary duty on the part of the Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertaking.

Disclosure to Other Persons. The Company acknowledges that PrudentialBy its acceptance of any Note, each Purchaser of a Note and each holder of any Note may deliver copies of any financial statements Transferee agrees to use reasonable efforts to hold in confidence and other documents delivered to it, and not disclose any written information (other than information disclosed (a) which was publicly known or otherwise known to itsuch Person, at the time of disclosure (except pursuant to disclosure in connection with this Agreement), (b) which subsequently becomes publicly known through no act or omission by such Person, or (c) which otherwise becomes known to such Person, other than through disclosure by the Company) delivered or made available by or on behalf of the Company or any Subsidiary to such Person (including, without limitation, any non-public information obtained pursuant to paragraph 5A or 5B) in connection with or pursuant to this Agreement Agreement; provided, however, that nothing herein shall prevent the holder of any Note from disclosing any information disclosed to such holder to (i) its directors, officers, employees, agents agents, attorneys, and professional consultants, (ii) any Purchaser or holder of Institutional Investor which holds any Note, (iii) any Institutional Investor which is not a Competitor to which it offers to sell any Note or any part thereof other than a Competitorthereof, (iv) any Institutional Investor which is not a Competitor to which it sells or offers to sell a participation in all or any part of any Note other than a CompetitorNote, (v) any Institutional Investor from which it offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over it, (viivi) the National Association of Insurance Commissioners or any similar organization, or (viiivii) any other Person to which such delivery or disclosure may be reasonably necessary (a1) in compliance with any law, rule, regulation or order applicable to it, (b2) in response to any subpoena or other legal process or informal investigative demand, (c3) in connection with any litigation to which it is a party or (d4) in order to enforce its the rights of any holder under this Agreement. Subject Agreement or in any Note; provided, further, that in the case of sales contemplated by clauses (iii) and (iv) above, each Purchaser and each Transferee agrees to distribute first to the disclosure permitted in potential purchaser the first sentence of this paragraph, Prudential, each such Purchaser, each such holder and any Person designated by any of the foregoing Persons under paragraph 5C each agree to use their best efforts to hold in confidence and not to disclose or use (other than for internal purposes which shall not include any usage that would subject the Company or its officers to any fine or penalty under any securities laws or regulations) any Confidential Information. “Confidential Information” shall mean financial statements and audit reports delivered received pursuant to paragraph 5A 5A(i), (ii), (iii) and (iv) (collectively referred to as the "Public Information") and second after such potential purchaser indicates that it is still considering consummating a purchase and has agreed in writing to be bound by this paragraph for the benefit of the Company, such Purchaser or Transferee may distribute such other noninformation as it deems necessary in order for such potential purchaser to independently evaluate the Company's creditworthiness (collectively referred to as the "Non-public information regarding Public Information"). Prior to disclosing Non-Public Information to any potential purchaser, each holder of a Note by its acceptance of the Note agrees to use reasonable efforts to give the Company which was obtained pursuant written notice of its intention to disclose Non-Public Information in connection with any proposed sale or transfer to an Institutional Investor stating in such notice the name of the Institutional Investor to whom such disclosure is to be made. The term "Competitor" shall mean and include each of the companies identified as competitors in a writing delivered to Prudential on the date of this Agreement and specifically referring to paragraph 5B or paragraph 5C; PROVIDED, HOWEVER, that such term shall not include information (x) which was publicly known, or otherwise known 11H hereof as supplemented in writing from time to you at the time of disclosure, (y) which subsequently becomes publicly known through no act or omission by you or any of your agents or (z) which otherwise becomes known to you other than through disclosure by the Company to you. For purposes of this paragraph, “Competitors” shall mean any Person which has (1) any of the following Standard Industrial Classification Codes (“SIC Codes”): 5084, 5085, and 5063, or (2) a pension or benefit plan maintained by a Person which has any of the foregoing SIC Codes. Prudential and each Purchaser shall be entitled to rely on a certificate from a Person that it is not a “Competitor” of the Company. The Company shall be entitled to modify or supplement in writing the foregoing SIC Codes with the consent of the Required Holders Holder(s) which consent shall not be unreasonably denied. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, Prudential, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this paragraph 11H, this paragraph 11H shall not be amended thereby and, as between Prudential, such Purchaser or such holder and the Company, this paragraph 11H shall supersede any such other confidentiality undertakingwithheld.