Common use of Inspection of Properties and Books Clause in Contracts

Inspection of Properties and Books. So long as any Purchaser beneficially owns any Securities, such Purchaser and its representatives and agents (collectively, the “Inspectors”) shall have the right, at such Purchaser’s expense, to visit and inspect any of the properties of the Company and of its Subsidiaries, to examine the books of account and records of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to such Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (ii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.

Inspection of Properties and Books. So long as any Purchaser beneficially owns shall hold any SecuritiesShares, such Purchaser Purchasers and its representatives and agents (collectively, the “"Inspectors”") shall have the rightright upon reasonable notice to the Company and during business hours, at such Purchaser’s the Purchasers' expense, to visit and inspect any of the properties of the Company and of its Subsidiariessubsidiaries, to examine the books of account and records of the Company and of its Subsidiariessubsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its Subsidiaries subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to such Purchaserthe Purchasers) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (ia) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights AgreementAgreement (a final determination of which shall be based upon an opinion of outside counsel to the Company), (iib) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iiic) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.

Inspection of Properties and Books. So long as any Purchaser beneficially owns any SecuritiesThe Borrower and the Guarantors will, such Purchaser and its representatives will cause their respective Subsidiaries to, permit the Agent and agents (collectively, the “Inspectors”) shall have the rightLenders, at such Purchaserthe Borrower’s expenseexpense and upon reasonable prior notice, to visit and inspect any of the properties of the Company Borrower, each Guarantor or any of their respective Subsidiaries (subject to the rights of tenants and with the understanding that any visit to or inspection of its Subsidiariesany Real Estate that is not a Subject Property shall be undertaken for purposes of evaluating such Real Estate as it pertains to the Parent’s or the Borrower’s direct or indirect equity interest therein), to examine the books of account and records of the Company Borrower, each Guarantor and of its Subsidiaries, their respective Subsidiaries (and to make or be provided with copies thereof and extracts therefrom, ) and to discuss the affairs, finances and accounts of the Company Borrower, any Guarantor and of its their respective Subsidiaries with, and to be advised as to the same by, its and their respective officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Agent or any Lender may desire; providedreasonably request, howeverprovided that so long as no Default or Event of Default shall have occurred and be continuing, that each Inspector shall hold in confidence and the Borrower shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period. In the event that the Agent or a Lender shall visit and inspect a property of a Subsidiary of Borrower which is not a Guarantor or an Unencumbered Property Subsidiary, such visit and inspection shall be made with a representative of Borrower (and Borrower agrees to use reasonable efforts to make any disclosure (except to such Purchaser) of any such information which the Company determines in representative available). The Lenders shall use good faith efforts to be confidential, coordinate such visits and of which determination inspections so as to minimize the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant interference with and disruption to the Registration Rights Agreement, (ii) normal business operations of the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order forBorrower, the information deemed confidentialGuarantors, their respective Subsidiaries and any tenants.

Inspection of Properties and Books. So long as any Purchaser beneficially owns any SecuritiesThe Borrower and the Guarantors will, such Purchaser and its representatives will cause their respective Subsidiaries to, permit the Agent and agents (collectively, the “Inspectors”) shall have the rightLenders, at such Purchaserthe Borrower’s expenseexpense and upon reasonable prior notice, to visit and inspect any of the properties of the Company Borrower, each Guarantor or any of their respective Subsidiaries (subject to the rights of tenants and with the understanding that any visit to or inspection of its Subsidiariesany Real Estate that is not a Subject Property shall be undertaken for purposes of evaluating such Real Estate as it pertains to the Parent’s or the Borrower’s direct or indirect equity interest therein), to examine the books of account and records of the Company Borrower, each Guarantor and of its Subsidiaries, their respective Subsidiaries (and to make or be provided with copies thereof and extracts therefrom, ) and to discuss the affairs, finances and accounts of the Company Borrower, any Guarantor and of its their respective Subsidiaries with, and to be advised as to the same by, its and their respective officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Agent or any Lender may desire; providedreasonably request, howeverprovided that so long as no Default or Event of Default shall have occurred and be continuing, that each Inspector shall hold in confidence and the Borrower shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period. In the event that the Agent or a Lender shall visit and inspect a property of a Subsidiary of Borrower which is not a Guarantor, such visit and inspection shall be made with a representative of Borrower (and Borrower agrees to use reasonable efforts to make any disclosure (except to such Purchaser) of any such information which the Company determines in representative available). The Lenders shall use good faith efforts to be confidential, coordinate such visits and of which determination inspections so as to minimize the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant interference with and disruption to the Registration Rights Agreement, (ii) normal business operations of the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order forBorrower, the information deemed confidentialGuarantors, their respective Subsidiaries and any tenants.

Inspection of Properties and Books. So long as any Purchaser beneficially owns any SecuritiesEach Borrower will, such Purchaser and its representatives and agents (collectivelywill cause each Guarantor to, permit the “Inspectors”) shall have the right, at such Purchaser’s expense, Bank to visit and inspect any of the properties of the Company and any Borrower, any Guarantor or any of its their respective Subsidiaries, to examine the books of account and records of the Company Borrowers, the Guarantors and of its Subsidiaries, their respective Subsidiaries (and to make or be provided with copies thereof and extracts therefrom, ) and to discuss the affairs, finances and accounts of the Company Borrowers, the Guarantors and of its their respective Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Bank may desirereasonably request; providedprovided that the Borrowers shall only be responsible for the costs and expenses incurred by the Bank in connection with such inspections after the occurrence and during the continuance of an Event of Default. The Bank agrees to keep any non-public information delivered or made available by the Borrowers to it confidential from anyone other than persons employed or retained by the Bank (including, howeverwithout limitation, that each Inspector shall hold employees, officers, attorneys and other advisors) who, in confidence and shall not make any disclosure (except the reasonable determination of the Bank, reasonably need to such Purchaser) of any know such information which and who are or are expected to become engaged in evaluating, approving, structuring or administering the Company determines Term Loans or rendering legal advice in good faith connection with the Term Loans; provided such employees, officers, attorneys and other advisors agree to be confidential, keep such information confidential in accordance with this Section 6.10; and of which determination provided further that nothing herein shall prevent the Inspectors are so notified, unless Bank or persons employed or retained by the Bank from disclosing such information (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant other person if reasonably incidental to the Registration Rights Agreementadministration of the Term Loans, (ii) upon the release order of such information is ordered pursuant to a subpoena or other order from a any court or government body of competent jurisdictionadministrative agency, or (iii) such information upon the request or demand of any regulatory agency or authority, (iv) which has been made generally available publicly disclosed other than as a result of a disclosure by the Bank which is not permitted by this Term Loan Agreement, (v) in connection with any litigation to which the Bank, or their respective Affiliates may be a party, (vi) to the public other than by disclosure extent reasonably required in violation connection with the exercise of this or any other agreement. Each Purchaser agrees that it shallremedy hereunder, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice (vii) to the Company Bank, legal counsel and allow independent auditors, and (viii) as otherwise required by law. Notwithstanding anything herein to the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order forcontrary, the Bank may disclose to any and all Persons, without limitation of any kind, any information deemed confidentialwith respect to "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation §1.6011.4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Bank relating to such tax treatment and tax structure.

Inspection of Properties and Books. So long as any Purchaser beneficially owns any SecuritiesThe Purchaser, such Purchaser until all of the Obligations have been indefeasibly paid in full and its representatives no Notes are outstanding and agents (collectivelythe Termination Date has occurred, the “Inspectors”) shall have the right, at such Purchaser’s expense, right to visit and inspect any of the properties Properties of the Company and of its SubsidiariesCredit Parties, to examine the their books of account and records of the Company and of its Subsidiariesrecords, to make or be provided with copies and extracts therefromtherefrom at their expense, and to discuss the their affairs, finances and accounts of the Company and of its Subsidiaries with, and to be advised as to the same by, its their officers and employees and their officers, employees and independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Company Parent authorizes such accountants the Accountants to discuss such its affairs, finances and accountsaccounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not a representative any of the Company such officers or employees is present) all at , it being understood that nothing contained in this Section 8 is intended to confer any right to exclude any such officers or employees from such discussions), during the Parent's normal business hours with reasonable times frequency and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to such Purchaserupon the occurrence and during the continuance of an Event of Default) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (ii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt reasonable prior notice to the Parent. The Parent and the Company agree jointly and allow severally to pay all reasonable out-of-pocket expenses incurred by the CompanyPurchaser in connection with the Purchaser's exercise of their rights under this Section 8 at any time when a Default or Event of Default shall have occurred and be continuing. The Purchaser, through their representatives, shall be entitled to meet with the senior management of the Parent at least once during each fiscal quarter of the Parent to discuss the Parent's, and its expenseSubsidiaries' financial statements, to undertake appropriate action to prevent disclosure ofbusiness, or to obtain a protective order forassets, the information deemed confidentialoperations and prospects.

Inspection of Properties and Books. So long as any Purchaser beneficially owns any Securities, such Purchaser and its representatives and agents (collectively, The Borrower shall permit the “Inspectors”) shall have the right, at such Purchaser’s expense, Agent to visit and inspect any of the properties of the Company and Borrower or any of its Subsidiaries, to examine the books of account and records of the Company Borrower and of its Subsidiaries, Subsidiaries (and to make or be provided with copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Company Borrower and of its Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants being hereby authorized by the Borrower to so discuss such affairs, finances and accounts, whether or not a representative of the Company is presentadvise) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Agent may desirereasonably request; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to such Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of Agent shall give the Borrower reasonable notice prior to any such information is necessary to avoid visit, inspection, examination or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreementdiscussion, and (ii) if the release Borrower requests, all such discussions with the Borrower's independent public accountants shall be in the presence of one or more officers of the Borrower. In connection with any such inspections or discussions, the Agent and each Bank will treat all non-public information is ordered as confidential information, and take all reasonable precautions to prevent such confidential information from being exposed to third parties and to those of its employees and representatives who do not need to know such confidential information; provided that this ss.6.8 shall not affect the disclosure by the Agent or any Bank of information required to be disclosed (i) to its auditors and regulatory agencies or (ii) pursuant to a subpoena or other legal process or by virtue of any other law, regulation, order from a court or government body interpretation provided further that in the event of competent jurisdictionany such required disclosure by the Agent or any Bank pursuant to clause (ii) above, Agent or (iii) such information has been made generally available to Bank will notify the public other than by disclosure in violation Borrower of such request or requirement so that the Borrower may seek an appropriate protective order or waive compliance with the provisions of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialAgreement.

Inspection of Properties and Books. So Each of the Borrower and Holdings agrees that you or any Qualified Holder who agrees to abide by the confidentiality requirement set forth below in this Section may, so long as any Purchaser beneficially you or such Qualified Holder owns any SecuritiesNotes, such Purchaser after giving reasonable notice to Holdings and the Borrower, visit at your or its representatives own expense the offices and agents (collectivelyProperties of Holdings, the “Inspectors”) shall have the right, at such Purchaser’s expense, to visit and inspect Borrower or any of the properties their Subsidiaries, and may examine and make copies of the Company relevant books and of its Subsidiariesrecords, to examine the books of account and records of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company such companies with their officers and of its Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company Borrower and each Subsidiary hereby authorizes such said accountants to discuss with you or such Qualified Holder its affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times during normal business hours as often as you or it may reasonably desire. At any time when a Default or an Event of Default shall have occurred and intervals be continuing, the Borrower shall be required to pay or reimburse you or any such Qualified Holder for expenses which you or such Qualified Holder may reasonably incur in connection with any such visitation or inspection. You and any other Qualified Holder shall use such information only for your own purposes, shall keep it confidential and shall not disclose it to any third person (other than a Purchaser Affiliate or an affiliate of a Qualified Holder or accountants engaged by you or such Qualified Holder), except for disclosures to: (i) such Qualified Holders or Purchaser Affiliates directors, trustees, partners, officers, employees, agents and professional consultants, (ii) any other Noteholder, (iii) any Person to which such Qualified Holder offers to sell such Note or any part thereof, (iv) any Person to which such Qualified Holder sells or offers to sell a participation in all or any part of such Note, (v) any Person from which such Qualified Holder offers to purchase any security of the Borrower, (vi) any federal, state or Canadian provincial regulatory authority having jurisdiction over such Qualified Holder, (vii) the National Association of Insurance Commissioners or any similar organization, (viii) any nationally recognized financial rating service that is rating or reviewing the rating of the Notes or (ix) 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 such reasonable extent as Qualified Holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which such Qualified Holder is a party, or (d) to protect such Qualified Holders investment in the Purchasers may desireNotes; provided, however, that each Inspector shall hold in confidence and shall not make that, (1) prior to any disclosure (except to such Purchaser) of any such information which to any Person described in clause (iii), (iv) or (v) above, such Person agrees to keep any non-public information so delivered to it confidential or (2) if you (or such Qualified Holder) are required to disclose any such information in connection with judicial or governmental proceedings, you (or such Qualified Holder) shall provide the Company determines in good faith to be confidential, Borrower and of which determination the Inspectors are so notified, unless (i) the disclosure Holdings with prompt prior notice of such information is necessary to avoid requirement. Any bona fide transferee of any Note (or correct a misstatement or omission any participant in any Registration Statement filed pursuant your interest in the Notes), by its acceptance thereof, shall be bound by the provisions of this Section 9 to the Registration Rights Agreement, (ii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialsame extent as you are bound.

Inspection of Properties and Books. So long as any the Purchaser beneficially owns shall ---------------------------------- hold any Securities, such the Purchaser and its representatives and agents (collectively, the “"Inspectors”") shall have the right, during reasonable local business hours, at such the Purchaser’s 's expense, to visit and inspect any of the properties of the Company and of its Subsidiariessubsidiaries, to examine the books of account and records of the Company and of its Subsidiariessubsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its Subsidiaries subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Purchaser may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to such the Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (iia) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iiib) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(p). The Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential. The Purchaser acknowledges that under certain circumstances the Exchange Act may prohibit the trading of securities by persons having material non-public information about the Company.

Inspection of Properties and Books. So long as any Purchaser Purchasers (or any of their respective affiliates) beneficially owns own any of the Securities, each such Purchaser who then holds Securities and its representatives and agents (collectively, the “Inspectors”"INSPECTORS") shall have the right, at such Purchaser’s 's expense, to visit and inspect any of the properties of the Company and of its Subsidiaries, to examine the books of account and records of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to such Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights AgreementAgreement (in which case the Company shall immediately promptly (but in no event more than two trading days after receiving notification from the Inspector) a Form 8-K with the SEC disclosing such information), (ii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.

Inspection of Properties and Books. So long as the Purchaser (or any Purchaser of its affiliates) beneficially owns any of the Securities, such each the Purchaser who then holds Securities and its representatives and agents (collectively, the “Inspectors”"INSPECTORS") shall have the right, at such the Purchaser’s 's expense, to visit and inspect any of the properties of the Company and of its Subsidiaries, to examine the books of account and records of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Purchaser may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to such the Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights AgreementAgreement (in which case the Company shall immediately promptly (but in no event more than two trading days after receiving notification from the Inspector) a Form 8-K with the SEC disclosing such information), (ii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each The Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.

Inspection of Properties and Books. So Each of the Borrower and ---------------------------------- Holdings agrees that you or any Qualified Holder who agrees to abide by the confidentiality requirement set forth below in this Section may, so long as any Purchaser beneficially you or such Qualified Holder owns any SecuritiesNotes, such Purchaser after giving reasonable notice to Holdings and the Borrower, visit at your or its representatives own expense the offices and agents (collectivelyProperties of Holdings, the “Inspectors”) shall have the right, at such Purchaser’s expense, to visit and inspect Borrower or any of the properties their Subsidiaries, and may examine and make copies of the Company relevant books and of its Subsidiariesrecords, to examine the books of account and records of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company such companies with their officers and of its Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company Borrower and each Subsidiary hereby authorizes such said accountants to discuss with you or such Qualified Holder its affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times during normal business hours as often as you or it may reasonably desire. At any time when a Default or an Event of Default shall have occurred and intervals be continuing, the Borrower shall be required to pay or reimburse you or any such Qualified Holder for expenses which you or such Qualified Holder may reasonably incur in connection with any such visitation or inspection. You and any other Qualified Holder shall use such information only for your own purposes, shall keep it confidential and shall not disclose it to any third person (other than a Purchaser Affiliate or an affiliate of a Qualified Holder or accountants engaged by you or such Qualified Holder), except for disclosures to: (i) such Qualified Holder's or Purchaser Affiliate's directors, trustees, partners, officers, employees, agents and professional consultants, (ii) any other Noteholder, (iii) any Person to which such Qualified Holder offers to sell such Note or any part thereof, (iv) any Person to which such Qualified Holder sells or offers to sell a participation in all or any part of such Note, (v) any Person from which such Qualified Holder offers to purchase any security of the Borrower, (vi) any federal, state or Canadian provincial regulatory authority having jurisdiction over such Qualified Holder, (vii) the National Association of Insurance Commissioners or any similar organization, (viii) any nationally recognized financial rating service that is rating or reviewing the rating of the Notes or (ix) 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 such reasonable extent as Qualified Holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which such Qualified Holder is a party, or (d) to protect such Qualified Holder's investment in the Purchasers may desireNotes; provided, however, that each Inspector shall hold in confidence and shall not make that, (1) prior --------- ------- to any disclosure (except to such Purchaser) of any such information which to any Person described in clause (iii), (iv) or (v) above, such Person agrees to keep any non-public information so delivered to it confidential or (2) if you (or such Qualified Holder) is required to disclose any such information in connection with judicial or governmental proceedings, you (or such Qualified Holder) shall provide the Company determines in good faith to be confidential, Borrower and of which determination the Inspectors are so notified, unless (i) the disclosure Holdings with prompt prior notice of such information is necessary to avoid requirement. Any bona fide transferee of any Note (or correct a misstatement or omission any participant in any Registration Statement filed pursuant your interest in the Notes), by its acceptance thereof, shall be bound by the provisions of this Section 9 to the Registration Rights Agreement, (ii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialsame extent as you are bound.

Inspection of Properties and Books. So long as any Purchaser beneficially owns of the Purchasers or any Securitiesother institutional investor shall hold Notes convertible into at least 100,000 shares of Common Stock, such Purchaser or other holder and its their respective representatives and agents (collectively, the “"Inspectors”") shall have the right, at any Purchaser's or such Purchaser’s holder's expense, to visit and inspect any of the properties of the Company and of its Subsidiariessubsidiaries, to examine the books of account and records of the Company and of its Subsidiariessubsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its Subsidiaries subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers such Purchaser or such other holder may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to such a Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (ia) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (iib) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iiic) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(o). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its it expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, for the information deemed confidential."

Inspection of Properties and Books. So long as The Borrower will, and will ---------------------------------- cause each Guarantor to, permit the Agent or any Purchaser beneficially owns any Securities, such Purchaser and its of the Banks' other designated representatives and agents upon no less than 24 hours notice (collectively, the “Inspectors”) shall have the right, at such Purchaser’s expensewhich notice may be given orally or in writing), to visit and inspect any of the properties of the Company and Borrower, any Guarantor or any of its Subsidiaries, their respective Subsidiaries to examine the books of account and records of the Company Borrower, such Guarantor and of its Subsidiaries, their respective Subsidiaries (and to make or be provided with copies thereof and extracts therefrom, ) and to discuss the affairs, finances and accounts of the Company Borrower, such Guarantor and of its their respective Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Agent may desirereasonably request; providedprovided that, howeverso long as no Event of Default has occurred and is continuing, -------- the Borrower shall only be responsible for the costs and expenses incurred by the Agent in connection with such inspections. The Agent and each Bank agrees to keep any non-public information delivered or made available by the Borrower to it confidential from anyone other than persons employed or retained by the Agent or such Bank who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided that each Inspector nothing herein -------- shall hold in confidence and shall not make prevent the Agent or any disclosure (except to such Purchaser) of any Bank from disclosing such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreementother Bank, (ii) to any other person if reasonably incidental to the release administration of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdictionthe Loans, or (iii) such information upon the order of any court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority, (v) which has been made generally available publicly disclosed other than as a result of a disclosure by the Agent or any Bank which is not permitted by this Agreement, (vi) in connection with any litigation to which the Agent, any Bank, or their respective Affiliates may be a party, (vii) to the public other than by disclosure extent reasonably required in violation connection with the exercise of this or any other agreement. Each Purchaser agrees that it shallremedy hereunder, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice (viii) to the Company Agent's or such Bank's Affiliates, legal counsel and allow the Companyindependent auditors, at and (ix) to any actual or proposed participant or Eligible Assignee of all or part of its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialrights hereunder.

Inspection of Properties and Books. So long as The Borrower will, and will cause each Guarantor to, permit the Agent or any Purchaser beneficially owns any Securities, such Purchaser and its of the Banks' other designated representatives and agents upon no less than 24 hours notice (collectively, the “Inspectors”) shall have the right, at such Purchaser’s expensewhich notice may be given orally or in writing), to visit and inspect any of the properties of the Company and Borrower, any Guarantor or any of its Subsidiaries, their respective Subsidiaries to examine the books of account and records of the Company Borrower, such Guarantor and of its Subsidiaries, their respective Subsidiaries (and to make or be provided with copies thereof and extracts therefrom, ) and to discuss the affairs, finances and accounts of the Company Borrower, such Guarantor and of its their respective Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Agent may desirereasonably request; providedprovided that, howeverso long as no Event of Default has occurred and is continuing, the Borrower shall only be responsible for the costs and expenses incurred by the Agent in connection with such inspections. The Agent and each Bank agrees to keep any non-public information delivered or made available by the Borrower to it confidential from anyone other than persons employed or retained by the Agent or such Bank who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided that each Inspector nothing herein shall hold in confidence and shall not make prevent the Agent or any disclosure (except to such Purchaser) of any Bank from disclosing such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreementother Bank, (ii) to any other person if reasonably incidental to the release administration of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdictionthe Loans, or (iii) such information upon the order of any court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority, (v) which has been made generally available publicly disclosed other than as a result of a disclosure by the Agent or any Bank which is not permitted by this Agreement, (vi) in connection with any litigation to which the Agent, any Bank, or their respective Affiliates may be a party, (vii) to the public other than by disclosure extent reasonably required in violation connection with the exercise of this or any other agreement. Each Purchaser agrees that it shallremedy hereunder, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice (viii) to the Company Agent's or such Bank's Affiliates, legal counsel and allow the Companyindependent auditors, at and (ix) to any actual or proposed participant or Eligible Assignee of all or part of its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialrights hereunder.

Inspection of Properties and Books. So long as Upon the request of any Purchaser beneficially owns any Securitiesholder of Series B Preferred Stock, the Company will furnish such Purchaser information regarding the business, affairs, prospects and financial condition of the Company and its representatives Subsidiaries as such holder may reasonably request. Each of the Company and agents (collectively, the “Inspectors”) its Subsidiaries shall have the rightpermit any holder of Series B Preferred Stock or any of its designated representatives, at such Purchaser’s expensetheir respective cost, to visit and inspect any of the properties of the Company and of its Subsidiaries, to examine the books of account and records of the Company and of its Subsidiaries, Subsidiaries (and to make or be provided with copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of each of the Company and of its Subsidiaries with, and to be advised as to the same by, its and their officersofficers of such Persons, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Purchaser may desire; providedreasonably request. At least three days prior to any interview of an officer of such Person, however, that each Inspector the chief executive officer of the Company shall hold in confidence be notified of such interview and shall not make any disclosure (except be invited to attend such Purchaser) of interview. Prior to making any such information inspection or conducting any such interviews, such holder of Series B Preferred Stock and its representatives who are making the inspection or conducting the interviews shall execute confidentiality and non-disclosure agreements reasonably acceptable to the Company and its counsel and such holder and its counsel. Each Purchaser shall be entitled to have one representative attend meetings of the Board of Directors as a non-voting observer. In connection therewith, the Company shall provide each such representative with a copy of all notices, minutes, consents and other materials, financial or otherwise, which the Company determines provides to members of its Board of Directors concurrently with the delivery of such information to the members of its Board of Directors. Participation by observers in good faith to any meeting of the Board of Directors shall be confidential, and at the reasonable discretion of the Chairman of the Board. Any observer may be excluded from all or any portion of any meeting in which determination the Inspectors are so notified, unless Board of Directors is (i) the disclosure considering matters with respect to which such observer or any Affiliate of such information is necessary to avoid or correct observer has a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreementconflict of interest, (ii) when deemed reasonably advisable by the release Chairman of such information is ordered pursuant the Board and/or counsel for the Company to a subpoena preserve an attorney-client privilege or the confidentiality of any other order from a court or government body of competent jurisdiction, or significant matter and (iii) such information when the Board of Directors by majority vote otherwise resolves to conduct its proceedings in executive session. The Company shall reimburse out-of-pocket expenses only for one representative of any Purchaser that has been made generally available to the public other than by disclosure in violation of this not designated or any other agreement. Each Purchaser agrees that it shallnominated, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.does not have a

Inspection of Properties and Books. So long as Upon the request of any Purchaser beneficially owns any Securitiesholder of Series A Preferred Stock, the Company will furnish such Purchaser information regarding the business, affairs, prospects and financial condition of the Company and its representatives Subsidiaries as such holder may reasonably request. Each of the Company and agents (collectivelyits Subsidiaries shall permit any holder of Series A Preferred Stock, the “Inspectors”) shall have the rightor any of its designated representatives, at such Purchaser’s expensetheir respective cost, to visit and inspect any of the properties of the Company and of its Subsidiaries, to examine the books of account and records of the Company and of its Subsidiaries, Subsidiaries (and to make or be provided with copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of each of the Company and of its Subsidiaries with, and to be advised as to the same by, its and their officersofficers of such Persons, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and as such holder may reasonably request. At least three days prior to any interview of an officer of such reasonable extent as holder, the Purchasers may desire; provided, however, that each Inspector chief executive officer of the Company shall hold in confidence be notified of such interview and shall not make any disclosure (except be invited to attend such Purchaser) of interview. Prior to making any such information inspection or conducting any such interviews, such holder of Series A Preferred Stock and its representatives who are making the inspection or conducting the interviews shall execute confidentiality and non-disclosure agreements reasonably acceptable to the Company and its counsel and such holder and its counsel. Each Purchaser listed on Schedule 6.5 shall be entitled to have one representative attend meetings of the Board of Directors as a non-voting observer. In connection therewith, the Company shall provide each such representative with a copy of all notices, minutes, consents and other materials, financial or otherwise, which the Company determines provides to members of its Board of Directors concurrently with the delivery of such information to the members of its Board of Directors. Participation by such observers in good faith to any meeting of the Board of Directors shall be confidential, and at the reasonable discretion of the Chairman of the Board. Any such observer may be excluded from all or any portion of any meeting in which determination the Inspectors are so notified, unless Board of Directors is (i) the disclosure considering matters with respect to which such observer or any Affiliate of such information is necessary to avoid or correct observer has a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreementconflict of interest, (ii) when deemed reasonably advisable by the release Chairman of such information is ordered pursuant the Board and/or counsel for the Company to a subpoena preserve an attorney-client privilege or the confidentiality of any other order from a court or government body of competent jurisdiction, or significant matter and (iii) such information when the Board of Directors by majority vote otherwise resolves to conduct its proceedings in executive session. The Company shall reimburse out-of-pocket expenses only for one representative of the Purchasers listed on Schedule 6.5 that has been made generally available not designated or nominated, and does not have a contractual right to designate or nominate, a member of the public other than by disclosure in violation Board of this or any other agreementDirectors. Each Purchaser agrees such holder of Series A Preferred Stock that it shall, upon learning that disclosure is required to be a “venture capital operating company” as defined in the regulations promulgated under ERISA shall be entitled to consult with and advise management of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company on significant business issues, including proposed annual operating plans, and allow to meet with management on a regular basis to review the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential’s progress in meeting such operating plans.

Inspection of Properties and Books. So long as any Purchaser beneficially owns any Securitiesat least three thousand seven hundred and fifty (3,750) shares of Series C Preferred Stock are outstanding and held by the Purchasers (together with their affiliates), each such Purchaser and its representatives and agents (collectively, the “Inspectors”"INSPECTORS") shall have the right, at such Purchaser’s 's expense, to visit and inspect any of the properties of the Company and of its Subsidiaries, to examine the books of account and records of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to such Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (ii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential. Notwithstanding any of the foregoing, nothing in this Agreement (including, without limitation, this Section 4(m)) shall limit or otherwise affect any Investor's rights to inspect the books of account and records of the Company and of its Subsidiaries pursuant to applicable law, including, without limitation, Section 220 of the Delaware General Corporation Law.

Inspection of Properties and Books. So long as the Purchaser (or any Purchaser of its affiliates) beneficially owns any of the Securities, such each the Purchaser who then holds Securities and its representatives and agents (collectively, the “Inspectors”) shall have the right, at such the Purchaser’s expense, to visit and inspect any of the properties of the Company and of its Subsidiaries, to examine the books of account and records of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Purchaser may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to such the Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights AgreementAgreement (in which case the Company shall immediately promptly (but in no event more than two trading days after receiving notification from the Inspector) a Form 8-K with the SEC disclosing such information), (ii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each The Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.

Inspection of Properties and Books. So From the date hereof until the Closing, and thereafter, for so long as any Purchaser beneficially owns any Securitiesof the Preferred Stock or Redemption Preferred Stock remains outstanding, such each Purchaser and its representatives and agents (collectively, the “Inspectors”) shall have the right, at such Purchaser’s expense, to visit and inspect any of the properties of the Company and of its Subsidiaries, to examine the books of account and records of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to such Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (ii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential. In each case above, the Company shall be deemed to have satisfied its obligations under this Section 4(l) so long as it employs commercially reasonable efforts to allow each Purchaser to exercise its rights set forth in this Section 4(l).

Inspection of Properties and Books. So Except as limited by applicable law, you, at all times between the execution of this Agreement and the Closing Date, and thereafter, so long as any Purchaser beneficially owns you shall be obligated to purchase or shall hold any Securities, such Purchaser and its representatives and agents (collectivelyeach other Eligible Holder of any of the Securities, the “Inspectors”) shall have the right, at such Purchaser’s expense, right to visit and inspect any of the properties Properties of the Company Borrower and each of its Subsidiaries, to examine the their books of account and records of the Company and of its Subsidiariesrecords, to make or be provided with copies and extracts therefrom, therefrom at their expense to discuss the their affairs, finances and accounts of the Company and of its Subsidiaries with, and to be advised as to the same by, its and their officersofficers and employees, employees and its and their independent public accountants (whose fees and expenses shall be paid by the Borrower or such Subsidiary and by this provision each of the Company Borrower and its Subsidiaries authorizes such its accountants to discuss such its affairs, finances and accounts, whether or not a representative any of the Company its representatives is present) , it being understood that nothing contained in this Section 8 is intended to confer any right to exclude any such representative from such discussions), all at such reasonable times and intervals and to as you or such reasonable extent Eligible Holder may desire. So long as the Purchasers Investor shall hold any Securities, the Investor may desire; providedmeet with the senior management of the Borrower at least annually to discuss the Borrower's and its Subsidiaries' assets, howeveroperations and prospects. The Borrower and each of its Subsidiaries will likewise afford you and any such Eligible Holder the opportunity to obtain any information relevant to your investment in the Securities, to the extent it possesses such information or can acquire it without unreasonable effort or expense, that may be necessary to verify the accuracy of any of the representations and warranties made by each Inspector of them hereunder. Prior to The Closing Date, a representative of Investor shall hold in confidence and shall not make any disclosure (be entitled to attend all meetings of the Board of Directors of the Borrower, except to the extent that such Purchaser) of any such information which the Company determines in good faith to attendance would be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid prohibited by applicable law or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (ii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialregulation.

Inspection of Properties and Books. So long as The Borrower will, ---------------------------------- and will cause the Guarantor to, permit the Agent or any Purchaser beneficially owns any Securities, such Purchaser and its of the Banks' other designated representatives and agents upon no less than 24 hours notice (collectively, the “Inspectors”) shall have the right, at such Purchaser’s expensewhich notice may be given orally or in writing), to visit and inspect any of the properties of the Company and Borrower, the Guarantor or any of its Subsidiaries, their respective Subsidiaries to examine the books of account and records of the Company Borrower, the Guarantor and of its Subsidiaries, their respective Subsidiaries (and to make or be provided with copies thereof and extracts therefrom, ) and to discuss the affairs, finances and accounts of the Company Borrower, the Guarantor and of its their respective Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Agent may desirereasonably request; providedprovided that, howeverso long as no Event of Default has occurred and is continuing, -------- the Borrower shall only be responsible for the costs and expenses incurred by the Agent in connection with such inspections. The Agent and each Bank agrees to keep any non-public information delivered or made available by the Borrower to it confidential from anyone other than persons employed or retained by the Agent or such Bank who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided that each Inspector nothing herein shall hold in confidence and shall not make -------- prevent the Agent or any disclosure (except to such Purchaser) of any Bank from disclosing such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreementother Bank, (ii) to any other person if reasonably incidental to the release administration of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdictionthe Loans, or (iii) such information upon the order of any court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority, (v) which has been made generally available publicly disclosed other than as a result of a disclosure by the Agent or any Bank which is not permitted by this Agreement, (vi) in connection with any litigation to which the Agent, any Bank, or their respective Affiliates may be a party, (vii) to the public extent reasonably required in connection with the exercise of any remedy hereunder, (viii) to the Agent's or such Bank's Affiliates, legal counsel and independent auditors, and (ix) to any actual or proposed participant or Eligible Assignee of all or part of its rights hereunder. (S)8.11. Compliance with Laws, Contracts, Licenses, and Permits. ------------------------------------------------------ The Borrower will, and will cause the Guarantor to, comply with, and will cause each of their respective Subsidiaries to comply with (a) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including, without limitation, all Environmental Laws and all applicable federal and state securities laws, (b) the provisions of its partnership agreement or corporate charter and other than charter documents and by-laws, as applicable, (c) all material agreements and instruments to which it is a party or by disclosure in violation of this which it or any other agreementof its properties may be bound (including the Real Estate Assets and the Leases) and (d) all applicable decrees, orders, and judgments, unless such non- compliance does not relate to BPLP or the Guarantor and constitutes a Non- Material Breach. Each Purchaser agrees If at any time while any Loan or Revolving Credit Note or Letter of Credit is outstanding or the Banks have any obligation to make Loans or issue Letters of Credit hereunder, any Permit shall become necessary or required in order that it shallthe Borrower may fulfill any of its obligations hereunder, upon learning that disclosure the Borrower and the Guarantor and their respective Subsidiaries will immediately take or cause to be taken all reasonable steps within the power of such information is sought in the Borrower or by a court or governmental body of competent jurisdiction or through other meansthe Guarantor, give prompt notice to the Company and allow the Company, at its expenseas applicable, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such Permit and furnish the information deemed confidentialAgent with evidence thereof.

Inspection of Properties and Books. So long as Upon the request of any Purchaser beneficially owns holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or any Securitiesseries of Series E Preferred Stock, the Company will furnish such Purchaser information regarding the business, affairs, prospects and financial condition of the Company and its representatives Subsidiaries as such holder may reasonably request. Each of the Company and agents (collectivelyits Subsidiaries shall permit any holder of Series D Preferred Stock, the “Inspectors”) shall have the rightSeries D Warrants, Series E Warrants or any series of Series E Preferred Stock or any of its designated representatives, at such Purchaser’s expensetheir respective cost, to visit and inspect any of the properties of the Company and of its Subsidiaries, to examine the books of account and records of the Company and of its Subsidiaries, Subsidiaries (and to make or be provided with copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of each of the Company and of its Subsidiaries with, and to be advised as to the same by, its and their officersofficers of such Persons, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals as such holder may reasonably request. At least three days prior to any interview of an officer of such holder, the chief executive officer of the Company shall be notified of such interview and shall be invited to attend such reasonable extent interview. Prior to making any such inspection or conducting any such interviews, such holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or such series of Series E Preferred Stock, as the Purchasers case may desire; providedbe, howeverand its representatives who are making the inspection or conducting the interviews shall execute confidentiality and non-disclosure agreements reasonably acceptable to the Company and its counsel and such holder and its counsel. Each Purchaser listed on Schedule 7.5 shall be entitled to have one representative attend meetings of the Board of Directors as a non-voting observer. In connection therewith, that the Company shall provide each Inspector shall hold in confidence such representative with a copy of all notices, minutes, consents and shall not make any disclosure (except to such Purchaser) of any such information other materials, financial or otherwise, which the Company determines provides to members of its Board of Directors concurrently with the delivery of such information to the members of its Board of Directors. Participation by such observers in good faith to any meeting of the Board of Directors shall be confidential, and at the reasonable discretion of the Chairman of the Board. Any such observer may be excluded from all or any portion of any meeting in which determination the Inspectors are so notified, unless Board of Directors is (i) the disclosure considering matters with respect to which such observer or any Affiliate of such information is necessary to avoid or correct observer has a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreementconflict of interest, (ii) when deemed reasonably advisable by the release Chairman of such information is ordered pursuant the Board and/or counsel for the Company to a subpoena preserve an attorney-client privilege or the confidentiality of any other order from a court or government body of competent jurisdiction, or significant matter and (iii) such information when the Board of Directors by majority vote otherwise resolves to conduct its proceedings in executive session. The Company shall reimburse out-of-pocket expenses only for one representative of the Purchasers listed on Schedule 7.5 that has been made generally available not designated or nominated, and does not have a contractual right to designate or nominate, a member of the public other than by disclosure in violation Board of this or any other agreementDirectors. Each Purchaser agrees such holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or a series of Series E Preferred Stock that it shall, upon learning that disclosure is required to be a “venture capital operating company” as defined in the regulations promulgated under ERISA shall be entitled to consult with and advise management of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company on significant business issues, including proposed annual operating plans, and allow to meet with management on a regular basis to review the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential’s progress in meeting such operating plans.

Inspection of Properties and Books. So Each of the Borrower and Holdings agrees that you or any Qualified Holder who agrees to abide by the confidentiality requirement set forth below in this Section may, so long as any Purchaser beneficially you or such Qualified Holder owns any SecuritiesNotes, such Purchaser after giving reasonable notice to Holdings and the Borrower, visit at your or its representatives own expense the offices and agents (collectivelyProperties of Holdings, the “Inspectors”) shall have the right, at such Purchaser’s expense, to visit and inspect Borrower or any of the properties their Subsidiaries, and may examine and make copies of the Company relevant books and of its Subsidiariesrecords, to examine the books of account and records of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company such companies with their officers and of its Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company Borrower and each Subsidiary hereby authorizes such said accountants to discuss with you or such Qualified Holder its affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times during normal business hours as often as you or it may reasonably desire. At any time when a Default or an Event of Default shall have occurred and intervals be continuing, the Borrower shall be required to pay or reimburse you or any such Qualified Holder for expenses which you or such Qualified Holder may reasonably incur in connection with any such visitation or inspection. You and any other Qualified Holder shall use such information only for your own purposes, shall keep it confidential and shall not disclose it to any third person (other than a Purchaser Affiliate or an affiliate of a Qualified Holder or accountants engaged by you or such Qualified Holder), except for disclosures to: (i) such Qualified Holder’s or Purchaser Affiliate’s directors, trustees, partners, officers, employees, agents and professional consultants, (ii) any other Noteholder, (iii) any Person to which such Qualified Holder offers to sell such Note or any part thereof, (iv) any Person to which such Qualified Holder sells or offers to sell a participation in all or any part of such Note, (v) any Person from which such Qualified Holder offers to purchase any security of the Borrower, (vi) any federal, state or Canadian provincial regulatory authority having jurisdiction over such Qualified Holder, (vii) the National Association of Insurance Commissioners or any similar organization, (viii) any nationally recognized financial rating service that is rating or reviewing the rating of the Notes or (ix) 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 such reasonable extent as Qualified Holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which such Qualified Holder is a party, or (d) to protect such Qualified Holder’s investment in the Purchasers may desireNotes; provided, however, that each Inspector shall hold in confidence and shall not make that, (1) prior to any disclosure (except to such Purchaser) of any such information which to any Person described in clause (iii), (iv) or (v) above, such Person agrees to keep any non-public information so delivered to it confidential or (2) if you (or such Qualified Holder) is required to disclose any such information in connection with judicial or governmental proceedings, you (or such Qualified Holder) shall provide the Company determines in good faith to be confidential, Borrower and of which determination the Inspectors are so notified, unless (i) the disclosure Holdings with prompt prior notice of such information is necessary to avoid requirement. Any bona fide transferee of any Note (or correct a misstatement or omission any participant in any Registration Statement filed pursuant your interest in the Notes), by its acceptance thereof, shall be bound by the provisions of this Section 9 to the Registration Rights Agreement, (ii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialsame extent as you are bound.

Inspection of Properties and Books. So long as The Borrower will, and will cause BPI to, permit the Agent or any Purchaser beneficially owns any Securities, such Purchaser and its of the Banks' other designated representatives and agents upon no less than 24 hours notice (collectively, the “Inspectors”) shall have the right, at such Purchaser’s expensewhich notice may be given orally or in writing), to visit and inspect any of the properties of the Company and Borrower, BPI or any of its Subsidiaries, their respective Subsidiaries to examine the books of account and records of the Company Borrower, BPI and of its Subsidiaries, their respective Subsidiaries (and to make or be provided with copies thereof and extracts therefrom, ) and to discuss the affairs, finances and accounts of the Company Borrower, BPI and of its their respective Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Agent may desirereasonably request; providedPROVIDED that, howeverso long as no Event of Default has occurred and is continuing, the Borrower shall only be responsible for the costs and expenses incurred by the Agent in connection with such inspections. The Agent and each Bank agrees to keep any non-public information delivered or made available by the Borrower to it confidential from anyone other than persons employed or retained by the Agent or such Bank who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; PROVIDED that each Inspector nothing herein shall hold in confidence and shall not make prevent the Agent or any disclosure (except to such Purchaser) of any Bank from disclosing such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreementother Bank, (ii) to any other person if reasonably incidental to the release administration of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdictionthe Loans, or (iii) such information upon the order of any court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority, (v) which has been made generally available to the public publicly disclosed other than as a result of a disclosure by disclosure in violation of this the Agent or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information Bank which is sought in or not permitted by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.this Agreement,

Inspection of Properties and Books. So long as Upon the request of any Purchaser beneficially owns any Securitiesholder of Series A Preferred Stock, the Company will furnish such Purchaser information regarding the business, affairs, prospects and financial condition of the Company and its representatives Subsidiaries as such holder may reasonably request. Each of the Company and agents (collectively, the “Inspectors”) its Subsidiaries shall have the rightpermit any holder of Series A Preferred Stock or any of its designated representatives, at such Purchaser’s expensetheir respective cost, to visit and inspect any of the properties of the Company and of its Subsidiaries, to examine the books of account and records of the Company and of its Subsidiaries, Subsidiaries (and to make or be provided with copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of each of the Company and of its Subsidiaries with, and to be advised as to the same by, its and their officersofficers of such Persons, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Purchaser may desire; providedreasonably request. At least three days prior to any interview of an officer of such Person, however, that each Inspector the chief executive officer of the Company shall hold in confidence be notified of such interview and shall not make any disclosure (except be invited to attend such Purchaser) of interview. Prior to making any such information inspection or conducting any such interviews, such holder of Series A Preferred Stock and its representatives who are making the inspection or conducting the interviews shall execute confidentiality and non-disclosure agreements reasonably acceptable to the Company and its counsel and such holder and its counsel. Each Purchaser shall be entitled to have one representative attend meetings of the Board of Directors as a non-voting observer. In connection therewith, the Company shall provide each such representative with a copy of all notices, minutes, consents and other materials, financial or otherwise, which the Company determines provides to members of its Board of Directors concurrently with the delivery of such information to the members of its Board of Directors. Participation by observers in good faith to any meeting of the Board of Directors shall be confidential, and at the reasonable discretion of the Chairman of the Board. Any observer may be excluded from all or any portion of any meeting in which determination the Inspectors are so notified, unless Board of Directors is (i) the disclosure considering matters with respect to which such observer or any Affiliate of such information is necessary to avoid or correct observer has a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreementconflict of interest, (ii) when deemed reasonably advisable by the release Chairman of such information is ordered pursuant the Board and/or counsel for the Company to a subpoena preserve an attorney-client privilege or the confidentiality of any other order from a court or government body of competent jurisdiction, or significant matter and (iii) such information has been made generally available when the Board of Directors by majority vote otherwise resolves to conduct its proceedings in executive session. The Company shall reimburse out-of-pocket expenses only for one representative of any Purchaser that does not have the public other than by disclosure in violation right to designate a member of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure the Board of such information is sought in or by a court or governmental body Directors pursuant to Section 4.1(a)(i) of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialStockholders' Agreement.