Common use of Inspection; Confidentiality Clause in Contracts

Inspection; Confidentiality. (a) The Company shall permit, and shall cause each Subsidiary to permit, representatives of the Purchaser to visit and inspect any of its properties, to examine its corporate, financial and operating records and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with their respective managers, officers and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably requested, upon reasonable advance notice to the Company. (b) The Purchaser will utilize reasonable good faith efforts to maintain as confidential any confidential information obtained from the Company and the Subsidiaries pursuant to Section 9.8(a) (other than information which (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of a disclosure directly or indirectly by the Purchaser or any of its representatives), (ii) is available to the Purchaser on a non-confidential basis from a source other than the Company or the Subsidiaries, provided that such source was not known by the Purchaser to be bound by a confidentiality agreement with the Company or any Subsidiary, (iii) has been independently developed by the Purchaser or (iv) was obtained more than one year prior to such disclosure), and shall not disclose any such information required to be maintained as confidential pursuant hereto, except (A) to BBH & Co. and its advisors, representatives, agents, partners and employees, (B) to its advisors, representatives, agents, partners (and their representatives and advisors) and employees, (C) to any prospective transferee of the Note, the Warrants or shares of Common Stock issued upon the exercise of the Warrants or of an interest in the Purchaser or in a successor fund sponsored by BBH & Co., provided such prospective transferee agrees to maintain such information in confidence, (D) as may be required by law (including a court order, subpoena or other administrative order or process) or applicable regulations to which the Purchaser is or becomes subject, (E) in connection with any litigation arising out of or related to this Agreement, (F) to the executive officers of the Company or any Subsidiary, or (G) with the consent of the Company.

Inspection; Confidentiality. (a) The So long as any of the Fund, the Progressive Entities or ML, as the case may be, holds (i) more than 33% of its or their Purchaser Shares or (ii) any of the Notes, the Company shall will permit, and shall will cause each Subsidiary of its Subsidiaries to permit, representatives of the Purchaser such Purchaser(s) to visit and inspect any of its properties, to examine its corporate, financial and operating records and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with their respective managersdirectors, officers and independent public accountants, all at such reasonable times during normal business hours without interfering with the normal conduct of the Company's business or operations and as often as may be reasonably requested, upon reasonable advance notice to the Company. All expenses incurred by each Purchaser in connection with the foregoing shall be payable by such Purchaser; provided, however, that if any Default or Event of Default shall have occurred and be continuing, all such expenses shall be payable by the Company. (b) The Each Purchaser will utilize reasonable good faith efforts to maintain as confidential any confidential or proprietary information obtained from the Company and the Subsidiaries pursuant to Section 9.8(a9.9(a) or 9.1(c) (other than information which (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of a disclosure directly or indirectly by any of the Purchaser Purchasers or any of its their representatives), (ii) is available to the such Purchaser on a non-confidential basis from a source other than the Company or the its Subsidiaries, provided that such source was not known by the such Purchaser to be bound by a confidentiality agreement with with, or other duty of confidentiality to, the Company or any Subsidiaryof its Subsidiaries, (iii) has been independently developed by the such Purchaser or (iv) which was obtained more than one year prior to such disclosure), and shall not disclose any such information obtained from the Company pursuant to Section 9.9(a) or 9.1(c) and required to be maintained as confidential pursuant hereto, except (Aa) after advising them of the confidential nature of such information and their responsibility to maintain such confidentiality, by the Fund to BBH & Co. and its advisors, representatives, agents, partners and employeesemployees who need to know such information to perform their duties, (Bb) after advising them of the confidential nature of such information and their responsibility to its maintain such confidentiality, to the respective advisors, representatives, agents, partners (and their representatives and advisors) and employeesemployees of each Purchaser who need to know such information to perform their duties, (Cc) to any prospective transferee of the NoteSenior Subordinated Notes, the Warrants Warrants, the Warrant Shares or shares of Common Stock issued upon the exercise of the Warrants Shares or of an interest in the Purchaser Fund, the Progressive Entities or ML or in a successor fund to the Fund sponsored by BBH & Co., provided such prospective transferee agrees upon the execution of a confidentiality agreement in form and substance reasonably satisfactory to maintain such information in confidencethe Company, (Dd) as may be required by law (including a court order, subpoena or other administrative order or process) or applicable regulations to which the such Purchaser is or becomes subject, as, and only to the extent, determined by outside legal counsel and only following, if practicable, prior notice to the Company (Ebut excluding any obligation of disclosure with respect to information furnished pursuant to Section 9.1(c) hereof, to the extent arising solely from the fact that a Purchaser desires to offer or sell all or any part of the Notes, Warrants, Warrant Shares or Shares), (e) in connection with any litigation arising out of or related to this Agreement, (Ff) to the executive officers of the Company or any Subsidiaryof its Subsidiaries, or (Gg) with the consent of the Company. In connection with clauses (a) and (b) of the preceding sentence, it is understood and agreed that each Purchaser shall be responsible for any breach of the provisions of this Section 9.9(b) by any of its advisors, representatives, agents, partners and employees.

Inspection; Confidentiality. (a) The So long as any of the Fund, the Progressive Entities or ML, as the case may be, holds (i) more than 33% of its or their Purchaser Shares or (ii) any of the Notes, the Company shall will permit, and shall will cause each Subsidiary of its Subsidiaries to permit, representatives of the Purchaser such Purchaser(s) to visit and inspect any of its properties, to examine its corporate, financial and operating records and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with their respective managersdirectors, officers and independent public accountants, all at such reasonable times during normal business hours without interfering with the normal conduct of the Company's business or operations and as often as may be reasonably requested, upon reasonable advance notice to the Company. All expenses incurred by each Purchaser in connection with the foregoing shall be payable by such Purchaser; PROVIDED, HOWEVER, that if any Default or Event of Default shall have occurred and be continuing, all such expenses shall be payable by the Company. (b) The Each Purchaser will utilize reasonable good faith efforts to maintain as confidential any confidential or proprietary information obtained from the Company and the Subsidiaries pursuant to Section 9.8(a9.9(a) or 9.1(c) (other than information which (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of a disclosure directly or indirectly by any of the Purchaser Purchasers or any of its representativestheir representa tives), (ii) is available to the such Purchaser on a non-confidential basis from a source other than the Company or the its Subsidiaries, provided that such source was not known by the such Purchaser to be bound by a confidentiality agreement with with, or other duty of confidentiality to, the Company or any Subsidiaryof its Subsidiaries, (iii) has been independently developed by the such Purchaser or (iv) which was obtained more than one year prior to such disclosure), and shall not disclose any such information obtained from the Company pursuant to Section 9.9(a) or 9.1(c) and required to be maintained as confidential pursuant hereto, except (Aa) after advising them of the confidential nature of such information and their responsibility to maintain such confidentiality, by the Fund to BBH & Co. and its advisors, representatives, agents, partners and employeesemployees who need to know such information to perform their duties, (Bb) after advising them of the confidential nature of such information and their responsibility to its maintain such confidentiality, to the respective advisors, representatives, agents, partners (and their representatives and advisors) and employeesemployees of each Purchaser who need to know such information to perform their duties, (Cc) to any prospective transferee of the NoteSenior Subordinated Notes, the Warrants Warrants, the Warrant Shares or shares of Common Stock issued upon the exercise of the Warrants Shares or of an interest in the Purchaser Fund, the Progressive Entities or ML or in a successor fund to the Fund sponsored by BBH & Co., provided such prospective transferee agrees upon the execution of a confidentiality agreement in form and substance reasonably satisfactory to maintain such information in confidencethe Company, (Dd) as may be required by law (including a court order, subpoena or other administrative order or process) or applicable regulations to which the such Purchaser is or becomes subject, as, and only to the extent, determined by outside legal counsel and only following, if practicable, prior notice to the Company (Ebut excluding any obligation of disclosure with respect to information furnished pursuant to Section 9.1(c) hereof, to the extent arising solely from the fact that a Purchaser desires to offer or sell all or any part of the Notes, Warrants, Warrant Shares or Shares), (e) in connection with any litigation arising out of or related to this Agreement, (Ff) to the executive officers of the Company or any Subsidiaryof its Subsidiaries, or (Gg) with the consent of the Company. In connection with clauses (a) and (b) of the preceding sentence, it is understood and agreed that each Purchaser shall be responsible for any breach of the provisions of this Section 9.9(b) by any of its advisors, representatives, agents, partners and employees.

Inspection; Confidentiality. (a) The Company shall permitCompanies will permit any Person designated by any institutional holder on reasonable notice, during normal business hours, and at such holder's expense (unless a Default or Event of Default shall cause each Subsidiary to permithave occurred and be continuing, representatives of in which case, at the Purchaser Companies' expense), to visit and inspect any of its propertiesthe properties of the Companies and their Subsidiaries, to examine its corporate, financial their books and operating records (and to make copies thereof or abstracts and take extracts therefrom, ) and to discuss its their affairs, finances and accounts with and to be advised as to the same by, their respective managersofficers, officers consultants, counsel and independent public accountants, all at such reasonable times during normal business hours and intervals as often as such holder may be reasonably requested, upon reasonable advance notice to the Companydesire. (b) The Purchaser will utilize reasonable Each holder of any Securities agrees by its acceptance thereof that any non-public information concerning the Companies which is furnished by the Holding Company to such holder pursuant to this Agreement or any of the other Operative Documents (collectively, "Confidential Information") shall be kept confidential by such holder in accordance with procedures adopted by such holder in good faith efforts to maintain as confidential any protect confidential information obtained from the Company and the Subsidiaries pursuant to Section 9.8(a) (other than of third parties. The term "Confidential Information" shall not include, however, any information which (ix) was publicly known or otherwise known to - any holder at the time of disclosure by any Company to any holder; (y) - subsequently becomes publicly known through no act or thereafter is generally available to and known by the public (other than as a result omission of a disclosure directly or indirectly by the Purchaser any holder or any agent of its representatives), (ii) is available to the Purchaser on a non-confidential basis from a source other than the Company or the Subsidiaries, provided that such source was not known by the Purchaser to be bound by a confidentiality agreement with the Company or any Subsidiary, (iii) has been independently developed by the Purchaser holder or (ivz) was obtained more than one year prior to such disclosure), and shall not disclose any such information required to be maintained as confidential pursuant hereto, except (A) to BBH & Co. and its advisors, representatives, agents, partners and employees, (B) to its advisors, representatives, agents, partners (and their representatives and advisors) and employees, (C) becomes known to any prospective transferee holder - otherwise than through disclosure by any Company. Notwithstanding the foregoing, each holder of the Note, the Warrants or shares of Common Stock issued upon the exercise of the Warrants or of an interest in the Purchaser or in a successor fund sponsored by BBH & Co., provided such prospective transferee agrees to maintain such information in confidence, any Securities may disclose Confidential Information: (D) as may be required by law (including a court order, subpoena or other administrative order or process) or applicable regulations to which the Purchaser is or becomes subject, (E) in connection with any litigation arising out of or related to this Agreement, (F) to the executive officers of the Company or any Subsidiary, or (Gi) with the consent of the CompanyHolding Company (which shall not - be unreasonably withheld or delayed); (ii) when required by law or -- regulation; (iii) in any report, statement or testimony submitted by such --- holder to any regulatory body having or claiming to have jurisdiction over such holder; (iv) to the National Association of Insurance Commissioners or -- any similar organization or to any rating agency; (v) to the officers, - directors, employees, agents, representatives and professional consultants of such holder and of such holder's Affiliates who have a need to know such information; (vi) in connection with the preservation, exercise and/or -- enforcement of any of such holder's rights or remedies under this Agreement and the other Operative Documents; (vii) in connection with any --- contemplated transfer of any of the Securities held by such holder to any institutional investor or financial institution (so long as the recipient of such information agrees to keep such information confidential on terms substantially similar to those set forth in this section 8(b)); (viii) in a ---- response to any summons, subpoena or other legal process or in connection with any judicial or administrative proceeding or inquiry; or (ix) to -- correct any false or misleading information which may become public concerning the relationship of such holder to the Holding Company or any of its Subsidiaries and/or the transactions contemplated hereby.

Inspection; Confidentiality. (a) The So long as the Purchaser holds (i) more than 33% of its Purchaser Shares or (ii) any of the Notes, the Company shall will permit, and shall will cause each Subsidiary of its Subsidiaries to permit, representatives of the Purchaser to visit and inspect any of its properties, to examine its corporate, financial and operating records and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with their respective managersdirectors, officers and independent public accountants, all at such reasonable times during normal business hours without interfering with the normal conduct of the Company's business or operations and as often as may be reasonably requested, upon reasonable advance notice to the Company. All expenses incurred by the Purchaser in connection with the foregoing shall be payable by the Purchaser; provided, however, that if any Default or Event of Default shall have occurred and be continuing, all such expenses shall be payable by the Company. (b) The Purchaser will utilize reasonable good faith efforts to maintain as confidential any confidential or proprietary information obtained from the Company and the Subsidiaries pursuant to Section 9.8(a9.9(a) or 9.1(c) (other than information which (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of a disclosure directly or indirectly by the Purchaser or any of its representatives), (ii) is available to the Purchaser on a non-non- confidential basis from a source other than the Company or the its Subsidiaries, provided that such source was not known by the Purchaser to be bound by a confidentiality agreement with with, or other duty of confidentiality to, the Company or any Subsidiaryof its Subsidiaries, (iii) has been independently developed by the Purchaser or (iv) which was obtained more than one year prior to such disclosure), and shall not disclose any such information obtained from the Company pursuant to Section 9.9(a) or 9.1(c) and required to be maintained as confidential pursuant hereto, except (Aa) after advising them of the confidential nature of such information and their responsibility to BBH & Co. and its advisorsmaintain such confidentiality, representatives, agents, partners and employees, (B) to its the respective advisors, representatives, agents, partners (and their representatives and advisors) and employeesemployees of the Purchaser who need to know such information to perform their duties, (Cb) to any prospective transferee of the NoteSenior Subordinated Notes, the Warrants or shares of Common Stock issued upon the exercise of the Warrants Warrant Shares or of an interest in the Purchaser or in a successor fund to the Purchaser sponsored by BBH & Co.any Affiliate of the Purchaser, provided such prospective transferee agrees upon the execution of a confidentiality agreement in form and substance reasonably satisfactory to maintain such information in confidencethe Company, (Dc) as may be required by law (including a court order, subpoena or other administrative order or process) or applicable regulations to which the Purchaser is or becomes subject, as, and only to the extent, determined by outside legal counsel and only following, if practicable, prior notice to the Company (Ebut excluding any obligation of disclosure with respect to information furnished pursuant to Section 9.1(c) hereof, to the extent arising solely from the fact that the Purchaser desires to offer or sell all or any part of the Notes, Warrants or Warrant Shares), (d) in connection with any litigation arising out of or related to this Agreement, (Fe) to the executive officers of the Company or any Subsidiaryof its Subsidiaries, or (Gf) with the consent of the Company. In connection with clause (a) of the preceding sentence, it is understood and agreed that the Purchaser shall be responsible for any breach of the provisions of this Section 9.9(b) by any of its advisors, representatives, agents, partners and employees.