Common use of Inspection of Properties and Books Clause in Contracts

Inspection of Properties and Books. The Purchaser, until all of the Obligations have been indefeasibly paid in full and no Notes are outstanding and the Termination Date has occurred, shall have the right to visit and inspect any of the Properties of the Credit Parties, to examine their books of account and records, to make copies and extracts therefrom at their expense, and to discuss their affairs, finances and accounts with, and to be advised as to the same by, their officers and employees and their independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Parent authorizes the Accountants to discuss its affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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 frequency and (except upon the occurrence and during the continuance of an Event of Default) upon reasonable prior notice to the Parent. The Parent and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses incurred by the Purchaser 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 Subsidiaries' financial statements, business, assets, operations and prospects.

Inspection of Properties and Books. The Purchaser, until all of the Obligations have been indefeasibly paid in full and no Notes are outstanding Borrower and the Termination Date has occurredGuarantors will, shall have and will cause their respective Subsidiaries to, permit the right Agent and the Lenders, at the Borrower’s expense and upon reasonable prior notice, to visit and inspect any of the Properties properties of the Credit PartiesBorrower, 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 any 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 their the books of account of the Borrower, each Guarantor and records, their respective Subsidiaries (and to make copies thereof and extracts therefrom at their expense, therefrom) and to discuss their the affairs, finances and accounts of the Borrower, any Guarantor and their respective Subsidiaries with, and to be advised as to the same by, their officers respective officers, all at such reasonable times and employees and their independent public accountants (whose fees and expenses shall be paid by intervals as the ParentAgent or any Lender may reasonably request, and by this provision the Parent authorizes the Accountants to discuss its affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, it being understood provided 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 frequency and (except upon the occurrence and during the continuance of an Event of Default) upon reasonable prior notice to the Parent. The Parent and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses incurred by the Purchaser in connection with the Purchaser's exercise of their rights under this Section 8 at any time when a so long as no Default or Event of Default shall have occurred and be continuing, 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 such representative available). The Purchaser, through their representatives, Lenders shall be entitled use good faith efforts to meet coordinate such visits and inspections so as to minimize the interference with and disruption to the senior management normal business operations of the Parent at least once during each fiscal quarter of Borrower, the Parent to discuss the Parent'sGuarantors, their respective Subsidiaries and its Subsidiaries' financial statements, business, assets, operations and prospectsany tenants.

Inspection of Properties and Books. The PurchaserEach Borrower will, until all of and will cause each Guarantor to, permit the Obligations have been indefeasibly paid in full and no Notes are outstanding and the Termination Date has occurred, shall have the right Bank to visit and inspect any of the Properties properties of the Credit Partiesany Borrower, any Guarantor or any of their respective Subsidiaries, to examine their the books of account of the Borrowers, the Guarantors and records, their respective Subsidiaries (and to make copies thereof and extracts therefrom at their expense, therefrom) and to discuss their the affairs, finances and accounts of the Borrowers, the Guarantors and their respective Subsidiaries with, and to be advised as to the same by, their officers its officers, all at such reasonable times and employees and their independent public accountants (whose fees intervals as the Bank may reasonably request; provided that the Borrowers shall only be responsible for the costs and expenses shall be paid incurred by the Parent, and by this provision the Parent authorizes the Accountants to discuss its affairs, finances and accounts and those of its Subsidiaries, and agrees to make Bank in connection with such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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 frequency and (except upon inspections after the occurrence and during the continuance of an Event of Default) upon reasonable prior notice to the Parent. The Parent and the Company agree jointly and severally Bank agrees to pay all reasonable outkeep any non-of-pocket expenses incurred public information delivered or made available by the Purchaser Borrowers to it confidential from anyone other than persons employed or retained by the Bank (including, without limitation, employees, officers, attorneys and other advisors) who, in the reasonable determination of the Bank, reasonably need to know such information and who are or are expected to become engaged in evaluating, approving, structuring or administering the Term Loans or rendering legal advice in connection with the Purchaser's Term Loans; provided such employees, officers, attorneys and other advisors agree to keep such information confidential in accordance with this Section 6.10; and provided further that nothing herein shall prevent the Bank or persons employed or retained by the Bank from disclosing such information (i) to any other person if reasonably incidental to the administration of the Term Loans, (ii) upon the order of any court or administrative agency, (iii) upon the request or demand of any regulatory agency or authority, (iv) which has been 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 extent reasonably required in connection with the exercise of their rights under this Section 8 at any time when a Default or Event remedy hereunder, (vii) to the Bank, legal counsel and independent auditors, and (viii) as otherwise required by law. Notwithstanding anything herein to the contrary, the Bank may disclose to any and all Persons, without limitation of Default shall have occurred any kind, any information with respect to "tax treatment" and be continuing. The Purchaser"tax structure" (in each case, through their representatives, shall be entitled to meet with within the senior management meaning of Treasury Regulation §1.6011.4) of the Parent at least once during each fiscal quarter transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Parent Bank relating to discuss the Parent's, such tax treatment and its Subsidiaries' financial statements, business, assets, operations and prospectstax structure.

Inspection of Properties and Books. The Purchaser, until all So long as the Purchaser (or any of its affiliates) beneficially owns any of the Obligations have been indefeasibly paid in full Securities, each the Purchaser who then holds Securities and no Notes are outstanding its representatives and agents (collectively, the Termination Date has occurred, “Inspectors”) shall have the right right, at the Purchaser’s expense, to visit and inspect any of the Properties properties of the Credit PartiesCompany and of its Subsidiaries, to examine their the books of account and recordsrecords of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom at their expensetherefrom, and to discuss their 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 and officers, employees and their independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Parent Company authorizes the Accountants such accountants to discuss its such affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussionsaccounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchaser may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to 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 officers information is necessary to avoid or employees is present, it being understood that nothing contained correct a misstatement or omission in this Section 8 is intended any Registration Statement filed pursuant to confer any right to exclude any the Registration Rights Agreement (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 officers or employees from such discussionsinformation), during (ii) the Parent's normal business hours with reasonable frequency and release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (except iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Purchaser agrees that it shall, upon the occurrence and during the continuance learning that disclosure of an Event such information is sought in or by a court or governmental body of Default) upon reasonable prior competent jurisdiction or through other means, give prompt notice to the Parent. The Parent Company and allow the Company agree jointly and severally Company, at its expense, to pay all reasonable out-undertake appropriate action to prevent disclosure of-pocket expenses incurred by , or to obtain a protective order for, the Purchaser 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 Subsidiaries' financial statements, business, assets, operations and prospectsinformation deemed confidential.

Inspection of Properties and Books. The PurchaserSo long as the Purchaser shall ---------------------------------- hold any Securities, until all of the Obligations have been indefeasibly paid in full Purchaser and no Notes are outstanding its representatives and agents (collectively, the Termination Date has occurred, "Inspectors") shall have the right right, during reasonable local business hours, at the Purchaser's expense, to visit and inspect any of the Properties properties of the Credit PartiesCompany and of its subsidiaries, to examine their the books of account and recordsrecords of the Company and of its subsidiaries, to make or be provided with copies and extracts therefrom at their expensetherefrom, and to discuss their 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 and officers, employees and their independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Parent Company authorizes the Accountants such accountants to discuss its such affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussionsaccounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchaser may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to 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 (a) the release of such officers information is ordered pursuant to a subpoena or employees is presentother order from a court or government body of competent jurisdiction, it being understood that nothing contained or (b) 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 8 4(p). The Purchaser agrees that it shall, upon learning that disclosure of such information is intended to confer any right to exclude any such officers sought in or employees from such discussions)by a court or governmental body of competent jurisdiction or through other means, during the Parent's normal business hours with reasonable frequency and (except upon the occurrence and during the continuance of an Event of Default) upon reasonable prior give prompt notice to the ParentCompany 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 Parent and Purchaser acknowledges that under certain circumstances the Company agree jointly and severally to pay all reasonable outExchange Act may prohibit the trading of securities by persons having material non-of-pocket expenses incurred by public information about the Purchaser 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 Subsidiaries' financial statements, business, assets, operations and prospectsCompany.

Inspection of Properties and Books. The PurchaserExcept as limited by applicable law, until you, at all times between the execution of this Agreement and the Closing Date, and thereafter, so long as you shall be obligated to purchase or shall hold any Securities, and each other Eligible Holder of any of the Obligations have been indefeasibly paid in full and no Notes are outstanding and the Termination Date has occurredSecurities, shall have the right to visit and inspect any of the Properties of the Credit PartiesBorrower and each of its Subsidiaries, to examine their books of account and records, to make copies and extracts therefrom at their expense, and expense to discuss their affairs, finances and accounts with, and to be advised as to the same by, its and their officers and employees employees, and its and their independent public accountants (whose fees and expenses shall be paid by the Parent, Borrower or such Subsidiary and by this provision each of the Parent Borrower and its Subsidiaries authorizes the Accountants its accountants to discuss its affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussionsaccounts, whether or not any of such officers or employees its representatives is present, it being understood that nothing contained in this Section 8 is intended to confer any right to exclude any such officers or employees representative from such discussions), during all at such reasonable times and intervals as you or such Eligible Holder may desire. So long as the Parent's normal business hours with reasonable frequency and (except upon Investor shall hold any Securities, the occurrence and during the continuance of an Event of Default) upon reasonable prior notice to the Parent. The Parent and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses incurred by the Purchaser 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 Investor may meet with the senior management of the Parent Borrower at least once during each fiscal quarter of the Parent annually to discuss the Parent's, Borrower's and its Subsidiaries' financial statements, business, assets, operations 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 of them hereunder. Prior to The Closing Date, a representative of Investor shall be entitled to attend all meetings of the Board of Directors of the Borrower, except to the extent that such attendance would be prohibited by applicable law or regulation.

Inspection of Properties and Books. The PurchaserBorrower will, until all ---------------------------------- and will cause the Guarantor to, permit the Agent or any of the Obligations have been indefeasibly paid Banks' other designated representatives upon no less than 24 hours notice (which notice may be given orally or in full and no Notes are outstanding and the Termination Date has occurredwriting), shall have the right to visit and inspect any of the Properties properties of the Credit PartiesBorrower, the Guarantor or any of their respective Subsidiaries to examine their the books of account of the Borrower, the Guarantor and records, their respective Subsidiaries (and to make copies thereof and extracts therefrom at their expense, therefrom) and to discuss their the affairs, finances and accounts of the Borrower, the Guarantor and their respective Subsidiaries with, and to be advised as to the same by, their officers its officers, all at such reasonable times and employees and their independent public accountants (whose fees and expenses shall be paid by intervals as the ParentAgent may reasonably request; provided that, and by this provision the Parent authorizes the Accountants to discuss its affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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 frequency and (except upon the occurrence and during the continuance of an so long as no Event of Default) upon reasonable prior notice to Default has occurred and is continuing, -------- the Parent. The Parent Borrower shall only be responsible for the costs and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses incurred by the Purchaser 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 nothing herein shall -------- prevent the Agent or any Bank from disclosing such information (i) to any other Bank, (ii) to any other person if reasonably incidental to the administration of the Loans, (iii) 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 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 extent reasonably required in connection with the Purchaser's 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 rights under this Section 8 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 charter documents and by-laws, as applicable, (c) all material agreements and instruments to which it is a party or by which it or any of 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. If at any time when a Default while any Loan or Event Revolving Credit Note or Letter of Default Credit is outstanding or the Banks have any obligation to make Loans or issue Letters of Credit hereunder, any Permit shall have occurred become necessary or required in order that the Borrower may fulfill any of its obligations hereunder, the Borrower and the Guarantor and their respective Subsidiaries will immediately take or cause to be continuing. The Purchaser, through their representatives, shall be entitled to meet with taken all reasonable steps within the senior management power of the Parent at least once during each fiscal quarter of Borrower or the Parent Guarantor, as applicable, to discuss obtain such Permit and furnish the Parent's, and its Subsidiaries' financial statements, business, assets, operations and prospectsAgent with evidence thereof.

Inspection of Properties and Books. The PurchaserUpon the request of any holder of Series D Preferred Stock, until all Series D Warrants, Series E Warrants or any series of Series E Preferred Stock, the Company will furnish such information regarding the business, affairs, prospects and financial condition of the Obligations have been indefeasibly paid in full Company and no Notes are outstanding its Subsidiaries as such holder may reasonably request. Each of the Company and the Termination Date has occurredits Subsidiaries shall permit any holder of Series D Preferred Stock, shall have the right Series D Warrants, Series E Warrants or any series of Series E Preferred Stock or any of its designated representatives, at their respective cost, to visit and inspect any of the Properties properties of the Credit PartiesCompany and its Subsidiaries, to examine their the books of account of the Company and records, its Subsidiaries (and to make copies thereof and extracts therefrom at their expensetherefrom), and to discuss their the affairs, finances and accounts of each of the Company and its Subsidiaries with, and to be advised as to the same by, their officers of such Persons, all at such reasonable times and employees and their independent public accountants (whose fees and expenses 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 paid notified of such interview and shall be invited to attend such 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 case may be, 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 7.5 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 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 any meeting of the Board of Directors shall be 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 the Board of Directors is (i) considering matters with respect to which such observer or any Affiliate of such observer has a conflict of interest, (ii) when deemed reasonably advisable by the Parent, and by this provision Chairman of the Parent authorizes Board and/or counsel for the Accountants Company to discuss its affairs, finances and accounts and those preserve an attorney-client privilege or the confidentiality of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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 frequency other significant matter and (except upon iii) when the occurrence and during the continuance Board of an Event of Default) upon reasonable prior notice Directors by majority vote otherwise resolves to the Parentconduct its proceedings in executive session. The Parent and the Company agree jointly and severally to pay all reasonable shall reimburse out-of-pocket expenses incurred by only for one representative of the Purchaser Purchasers listed on Schedule 7.5 that has not designated or nominated, and does not have a contractual right to designate or nominate, a member of the Board of Directors. Each such holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or a series of Series E Preferred Stock that is required to be a “venture capital operating company” as defined in connection with the Purchaser's exercise of their rights regulations promulgated 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, ERISA shall be entitled to meet consult with the senior and advise management of the Parent at least once during each fiscal quarter of the Parent to discuss the Parent'sCompany on significant business issues, including proposed annual operating plans, and its Subsidiaries' financial statements, business, assets, operations and prospectsto meet with management on a regular basis to review the Company’s progress in meeting such operating plans.

Inspection of Properties and Books. The Purchaser, until all Each of the Obligations have been indefeasibly paid Borrower and ---------------------------------- Holdings agrees that you or any Qualified Holder who agrees to abide by the confidentiality requirement set forth below in full and no Notes are outstanding this Section may, so long as you or such Qualified Holder owns any Notes, after giving reasonable notice to Holdings and the Termination Date has occurredBorrower, shall have visit at your or its own expense the right to visit offices and inspect Properties of Holdings, the Borrower or any of the Properties their Subsidiaries, and may examine and make copies of the Credit Parties, to examine their relevant books of account and records, to make copies and extracts therefrom at their expense, and to discuss their the affairs, finances and accounts with, and to be advised as to the same by, of such companies with their officers and employees and their independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Parent Borrower and each Subsidiary hereby authorizes the Accountants said accountants to discuss with you or such Qualified Holder its affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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), accounts) all at reasonable times during the Parent's normal business hours with reasonable frequency and (except upon the occurrence and during the continuance of an Event of Default) upon reasonable prior notice to the Parentas often as you or it may reasonably desire. The Parent and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses incurred by the Purchaser in connection with the Purchaser's exercise of their rights under this Section 8 at At any time when a Default or an Event of Default shall have occurred and 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. The PurchaserYou and any other Qualified Holder shall use such information only for your own purposes, through their representativesshall 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 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 Notes; provided, however, that, (1) prior --------- ------- to any disclosure of any such information 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 Borrower and Holdings with prompt prior notice of such requirement. Any bona fide transferee of any Note (or any participant in your interest in the Notes), by its acceptance thereof, shall be entitled bound by the provisions of this Section 9 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 Subsidiaries' financial statements, business, assets, operations and prospectssame extent as you are bound.

Inspection of Properties and Books. The PurchaserUpon the request of any holder of Series B Preferred Stock, until all the Company will furnish such information regarding the business, affairs, prospects and financial condition of the Obligations have been indefeasibly paid in full Company and no Notes are outstanding its Subsidiaries as such holder may reasonably request. Each of the Company and the Termination Date has occurredits Subsidiaries shall permit any holder of Series B Preferred Stock or any of its designated representatives, shall have the right at their respective cost, to visit and inspect any of the Properties properties of the Credit PartiesCompany and its Subsidiaries, to examine their the books of account of the Company and records, its Subsidiaries (and to make copies thereof and extracts therefrom at their expensetherefrom), and to discuss their the affairs, finances and accounts of each of the Company and its Subsidiaries with, and to be advised as to the same by, their officers of such Persons, all at such reasonable times and employees and their independent public accountants (whose fees and expenses intervals as the Purchaser may reasonably request. At least three days prior to any interview of an officer of such Person, the chief executive officer of the Company shall be paid notified of such interview and shall be invited to attend such interview. Prior to making any such 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 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 any meeting of the Board of Directors shall be 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 the Board of Directors is (i) considering matters with respect to which such observer or any Affiliate of such observer has a conflict of interest, (ii) when deemed reasonably advisable by the Parent, and by this provision Chairman of the Parent authorizes Board and/or counsel for the Accountants Company to discuss its affairs, finances and accounts and those preserve an attorney-client privilege or the confidentiality of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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 frequency other significant matter and (except upon iii) when the occurrence and during the continuance Board of an Event of Default) upon reasonable prior notice Directors by majority vote otherwise resolves to the Parentconduct its proceedings in executive session. The Parent and the Company agree jointly and severally to pay all reasonable shall reimburse out-of-pocket expenses incurred by the only for one representative of any Purchaser in connection with the Purchaser's exercise of their rights under this Section 8 at any time when a Default that has not designated 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'snominated, and its Subsidiaries' financial statements, business, assets, operations and prospects.does not have a

Inspection of Properties and Books. The Purchaser, until all Each of the Obligations have been indefeasibly paid Borrower and Holdings agrees that you or any Qualified Holder who agrees to abide by the confidentiality requirement set forth below in full and no Notes are outstanding this Section may, so long as you or such Qualified Holder owns any Notes, after giving reasonable notice to Holdings and the Termination Date has occurredBorrower, shall have visit at your or its own expense the right to visit offices and inspect Properties of Holdings, the Borrower or any of the Properties their Subsidiaries, and may examine and make copies of the Credit Parties, to examine their relevant books of account and records, to make copies and extracts therefrom at their expense, and to discuss their the affairs, finances and accounts with, and to be advised as to the same by, of such companies with their officers and employees and their independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Parent Borrower and each Subsidiary hereby authorizes the Accountants said accountants to discuss with you or such Qualified Holder its affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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), accounts) all at reasonable times during the Parent's normal business hours with reasonable frequency and (except upon the occurrence and during the continuance of an Event of Default) upon reasonable prior notice to the Parentas often as you or it may reasonably desire. The Parent and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses incurred by the Purchaser in connection with the Purchaser's exercise of their rights under this Section 8 at At any time when a Default or an Event of Default shall have occurred and 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. The PurchaserYou and any other Qualified Holder shall use such information only for your own purposes, through their representativesshall 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 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 Notes; provided, however, that, (1) prior to any disclosure of any such information 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 Borrower and Holdings with prompt prior notice of such requirement. Any bona fide transferee of any Note (or any participant in your interest in the Notes), by its acceptance thereof, shall be entitled bound by the provisions of this Section 9 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 Subsidiaries' financial statements, business, assets, operations and prospectssame extent as you are bound.

Inspection of Properties and Books. The Purchaser, until all Each of the Obligations have been indefeasibly paid Borrower and Holdings agrees that you or any Qualified Holder who agrees to abide by the confidentiality requirement set forth below in full and no Notes are outstanding this Section may, so long as you or such Qualified Holder owns any Notes, after giving reasonable notice to Holdings and the Termination Date has occurredBorrower, shall have visit at your or its own expense the right to visit offices and inspect Properties of Holdings, the Borrower or any of the Properties their Subsidiaries, and may examine and make copies of the Credit Parties, to examine their relevant books of account and records, to make copies and extracts therefrom at their expense, and to discuss their the affairs, finances and accounts with, and to be advised as to the same by, of such companies with their officers and employees and their independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Parent Borrower and each Subsidiary hereby authorizes the Accountants said accountants to discuss with you or such Qualified Holder its affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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), accounts) all at reasonable times during the Parent's normal business hours with reasonable frequency and (except upon the occurrence and during the continuance of an Event of Default) upon reasonable prior notice to the Parentas often as you or it may reasonably desire. The Parent and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses incurred by the Purchaser in connection with the Purchaser's exercise of their rights under this Section 8 at At any time when a Default or an Event of Default shall have occurred and 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. The PurchaserYou and any other Qualified Holder shall use such information only for your own purposes, through their representativesshall 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 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 Notes; provided, however, that, (1) prior to any disclosure of any such information 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 Borrower and Holdings with prompt prior notice of such requirement. Any bona fide transferee of any Note (or any participant in your interest in the Notes), by its acceptance thereof, shall be entitled bound by the provisions of this Section 9 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 Subsidiaries' financial statements, business, assets, operations and prospectssame extent as you are bound.

Inspection of Properties and Books. The PurchaserUpon the request of any holder of Series A Preferred Stock, until all the Company will furnish such information regarding the business, affairs, prospects and financial condition of the Obligations have been indefeasibly paid in full Company and no Notes are outstanding its Subsidiaries as such holder may reasonably request. Each of the Company and the Termination Date has occurredits Subsidiaries shall permit any holder of Series A Preferred Stock, shall have the right or any of its designated representatives, at their respective cost, to visit and inspect any of the Properties properties of the Credit PartiesCompany and its Subsidiaries, to examine their the books of account of the Company and records, its Subsidiaries (and to make copies thereof and extracts therefrom at their expensetherefrom), and to discuss their the affairs, finances and accounts of each of the Company and its Subsidiaries with, and to be advised as to the same by, their officers of such Persons, all at such reasonable times and employees and their independent public accountants (whose fees and expenses 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 paid notified of such interview and shall be invited to attend such interview. Prior to making any such 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 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 any meeting of the Board of Directors shall be 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 the Board of Directors is (i) considering matters with respect to which such observer or any Affiliate of such observer has a conflict of interest, (ii) when deemed reasonably advisable by the Parent, and by this provision Chairman of the Parent authorizes Board and/or counsel for the Accountants Company to discuss its affairs, finances and accounts and those preserve an attorney-client privilege or the confidentiality of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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 frequency other significant matter and (except upon iii) when the occurrence and during the continuance Board of an Event of Default) upon reasonable prior notice Directors by majority vote otherwise resolves to the Parentconduct its proceedings in executive session. The Parent and the Company agree jointly and severally to pay all reasonable shall reimburse out-of-pocket expenses incurred by only for one representative of the Purchaser Purchasers listed on Schedule 6.5 that has not designated or nominated, and does not have a contractual right to designate or nominate, a member of the Board of Directors. Each such holder of Series A Preferred Stock that is required to be a “venture capital operating company” as defined in connection with the Purchaser's exercise of their rights regulations promulgated 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, ERISA shall be entitled to meet consult with the senior and advise management of the Parent at least once during each fiscal quarter of the Parent to discuss the Parent'sCompany on significant business issues, including proposed annual operating plans, and its Subsidiaries' financial statements, business, assets, operations and prospectsto meet with management on a regular basis to review the Company’s progress in meeting such operating plans.

Inspection of Properties and Books. The PurchaserSo long as the Purchaser shall beneficially own any Securities, until all of the Obligations have been indefeasibly paid in full Purchaser and no Notes are outstanding its representatives and agents (collectively, the Termination Date has occurred, "Inspectors") shall have the right right, at the Purchaser's expense, to visit and inspect any of the Properties properties of the Credit PartiesCompany and of its Subsidiaries, to examine their the books of account and recordsrecords of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom at their expensetherefrom, and to discuss their 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 and officers, employees and their independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Parent Company authorizes the Accountants such accountants to discuss its such affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussionsaccounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchaser may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to 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 officers information is necessary to avoid or employees correct a misstatement or omission in any registration statement covering the Securities, (ii) the release of such information is presentordered 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. The Purchaser agrees that it being understood shall, upon learning that nothing contained disclosure of such information is sought in this Section 8 is intended to confer any right to exclude any such officers or employees from such discussions)by a court or governmental body of competent jurisdiction or through other means, during the Parent's normal business hours with reasonable frequency and (except upon the occurrence and during the continuance of an Event of Default) upon reasonable prior give prompt notice to the Parent. The Parent Company and allow the Company agree jointly and severally Company, at its expense, to pay all reasonable out-undertake appropriate action to prevent disclosure of-pocket expenses incurred by , or to obtain a protective order for, the Purchaser 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 Subsidiaries' financial statements, business, assets, operations and prospectsinformation deemed confidential.

Inspection of Properties and Books. The Purchaser, until all So long as at least three thousand seven hundred and fifty (3,750) shares of the Obligations have been indefeasibly paid in full and no Notes Series C Preferred Stock are outstanding and held by the Termination Date has occurredPurchasers (together with their affiliates), each such Purchaser and its representatives and agents (collectively, the "INSPECTORS") shall have the right right, at such Purchaser's expense, to visit and inspect any of the Properties properties of the Credit PartiesCompany and of its Subsidiaries, to examine their the books of account and recordsrecords of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom at their expensetherefrom, and to discuss their 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 and officers, employees and their independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Parent Company authorizes the Accountants such accountants to discuss its such affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussionsaccounts, 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 officers information is necessary to avoid or employees correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (ii) the release of such information is presentordered 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 being understood shall, upon learning that nothing contained disclosure of such information is sought in this Section 8 is intended to confer any right to exclude any such officers or employees from such discussions)by a court or governmental body of competent jurisdiction or through other means, during the Parent's normal business hours with reasonable frequency and (except upon the occurrence and during the continuance of an Event of Default) upon reasonable prior give prompt notice to the ParentCompany 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 Parent 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 agree jointly and severally of its Subsidiaries pursuant to pay all reasonable out-of-pocket expenses incurred by the Purchaser in connection with the Purchaser's exercise of their rights under this applicable law, including, without limitation, 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 220 of the Parent at least once during each fiscal quarter of the Parent to discuss the Parent's, and its Subsidiaries' financial statements, business, assets, operations and prospectsDelaware General Corporation Law.

Inspection of Properties and Books. The PurchaserBorrower will, until all and will cause BPI to, permit the Agent or any of the Obligations have been indefeasibly paid Banks' other designated representatives upon no less than 24 hours notice (which notice may be given orally or in full and no Notes are outstanding and the Termination Date has occurredwriting), shall have the right to visit and inspect any of the Properties properties of the Credit PartiesBorrower, BPI or any of their respective Subsidiaries to examine their the books of account of the Borrower, BPI and records, their respective Subsidiaries (and to make copies thereof and extracts therefrom at their expense, therefrom) and to discuss their the affairs, finances and accounts of the Borrower, BPI and their respective Subsidiaries with, and to be advised as to the same by, their officers its officers, all at such reasonable times and employees and their independent public accountants (whose fees and expenses shall be paid by intervals as the ParentAgent may reasonably request; PROVIDED that, and by this provision the Parent authorizes the Accountants to discuss its affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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 frequency and (except upon the occurrence and during the continuance of an so long as no Event of Default) upon reasonable prior notice to Default has occurred and is continuing, the Parent. The Parent Borrower shall only be responsible for the costs and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses incurred by the Purchaser Agent 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 continuingsuch inspections. The PurchaserAgent 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, through their representativesapproving, structuring or administering the Loans; PROVIDED that nothing herein shall be entitled prevent the Agent or any Bank from disclosing such information (i) to meet with any other Bank, (ii) to any other person if reasonably incidental to the senior management administration of the Parent at least once during each fiscal quarter Loans, (iii) upon the order of any court or administrative agency, (iv) upon the Parent to discuss request or demand of any regulatory agency or authority, (v) which has been publicly disclosed other than as a result of a disclosure by the Parent's, and its Subsidiaries' financial statements, business, assets, operations and prospects.Agent or any Bank which is not permitted by this Agreement,

Inspection of Properties and Books. The Purchaser, until all of Borrower shall permit the Obligations have been indefeasibly paid in full and no Notes are outstanding and the Termination Date has occurred, shall have the right Agent to visit and inspect any of the Properties properties of the Credit PartiesBorrower or any of its Subsidiaries, to examine their the books of account of the Borrower and records, its Subsidiaries (and to make copies thereof and extracts therefrom at their expensetherefrom), and to discuss their the affairs, finances and accounts of the Borrower and its Subsidiaries with, and to be advised as to the same by, its and their officers and officers, employees and their independent public accountants (whose fees such accountants being hereby authorized by the Borrower to so discuss and expenses advise) all at such reasonable times and intervals as the Agent may reasonably request; provided, that (i) the Agent shall give the Borrower reasonable notice prior to any such visit, inspection, examination or discussion, and (ii) if the Borrower requests, all such discussions with the Borrower's independent public accountants shall be paid by in the Parentpresence 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 as confidential information, and by this provision the Parent authorizes the Accountants take all reasonable precautions to discuss its affairs, finances prevent such confidential information from being exposed to third parties and accounts and to those of its Subsidiariesemployees 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 subpoena or other legal process or by virtue of any other law, and agrees regulation, order or interpretation provided further that in the event of any such required disclosure by the Agent or any Bank pursuant to make clause (ii) above, Agent or such Accountants available to Bank will notify the Purchaser for such discussions, whether or not any Borrower of such officers request or employees is present, it being understood requirement so that nothing contained in this Section 8 is intended to confer any right to exclude any such officers the Borrower may seek an appropriate protective order or employees from such discussions), during the Parent's normal business hours with reasonable frequency and (except upon the occurrence and during the continuance of an Event of Default) upon reasonable prior notice to the Parent. The Parent and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses incurred by the Purchaser in connection waive compliance with the Purchaser's exercise provisions 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 Subsidiaries' financial statements, business, assets, operations and prospectsAgreement.

Inspection of Properties and Books. The PurchaserUpon the request of any holder of Series A Preferred Stock, until all the Company will furnish such information regarding the business, affairs, prospects and financial condition of the Obligations have been indefeasibly paid in full Company and no Notes are outstanding its Subsidiaries as such holder may reasonably request. Each of the Company and the Termination Date has occurredits Subsidiaries shall permit any holder of Series A Preferred Stock or any of its designated representatives, shall have the right at their respective cost, to visit and inspect any of the Properties properties of the Credit PartiesCompany and its Subsidiaries, to examine their the books of account of the Company and records, its Subsidiaries (and to make copies thereof and extracts therefrom at their expensetherefrom), and to discuss their the affairs, finances and accounts of each of the Company and its Subsidiaries with, and to be advised as to the same by, their officers of such Persons, all at such reasonable times and employees and their independent public accountants (whose fees and expenses intervals as the Purchaser may reasonably request. At least three days prior to any interview of an officer of such Person, the chief executive officer of the Company shall be paid notified of such interview and shall be invited to attend such interview. Prior to making any such 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 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 any meeting of the Board of Directors shall be 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 the Board of Directors is (i) considering matters with respect to which such observer or any Affiliate of such observer has a conflict of interest, (ii) when deemed reasonably advisable by the Parent, and by this provision Chairman of the Parent authorizes Board and/or counsel for the Accountants Company to discuss its affairs, finances and accounts and those preserve an attorney-client privilege or the confidentiality of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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 frequency other significant matter and (except upon iii) when the occurrence and during the continuance Board of an Event of Default) upon reasonable prior notice Directors by majority vote otherwise resolves to the Parentconduct its proceedings in executive session. The Parent and the Company agree jointly and severally to pay all reasonable shall reimburse out-of-pocket expenses incurred by only for one representative of any Purchaser that does not have the Purchaser in connection with the Purchaser's exercise of their rights under this Section 8 at any time when right to designate 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 member of the Parent at least once during each fiscal quarter Board of Directors pursuant to Section 4.1(a)(i) of the Parent to discuss the Parent's, and its SubsidiariesStockholders' financial statements, business, assets, operations and prospectsAgreement.

Inspection of Properties and Books. The Purchaser, until all So long as the Purchaser (or any of its affiliates) beneficially owns any of the Obligations have been indefeasibly paid in full Securities, each the Purchaser who then holds Securities and no Notes are outstanding its representatives and agents (collectively, the Termination Date has occurred, "INSPECTORS") shall have the right right, at the Purchaser's expense, to visit and inspect any of the Properties properties of the Credit PartiesCompany and of its Subsidiaries, to examine their the books of account and recordsrecords of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom at their expensetherefrom, and to discuss their 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 and officers, employees and their independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Parent Company authorizes the Accountants such accountants to discuss its such affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussionsaccounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchaser may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to 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 officers information is necessary to avoid or employees is present, it being understood that nothing contained correct a misstatement or omission in this Section 8 is intended any Registration Statement filed pursuant to confer any right to exclude any the Registration Rights Agreement (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 officers or employees from such discussionsinformation), during (ii) the Parent's normal business hours with reasonable frequency and release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (except iii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Purchaser agrees that it shall, upon the occurrence and during the continuance learning that disclosure of an Event such information is sought in or by a court or governmental body of Default) upon reasonable prior competent jurisdiction or through other means, give prompt notice to the Parent. The Parent Company and allow the Company agree jointly and severally Company, at its expense, to pay all reasonable out-undertake appropriate action to prevent disclosure of-pocket expenses incurred by , or to obtain a protective order for, the Purchaser 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 Subsidiaries' financial statements, business, assets, operations and prospectsinformation deemed confidential.

Inspection of Properties and Books. The Purchaser, until all So long as any Purchasers (or any of their respective affiliates) beneficially own any of the Obligations have been indefeasibly paid in full Securities, each such Purchaser who then holds Securities and no Notes are outstanding its representatives and agents (collectively, the Termination Date has occurred, "INSPECTORS") shall have the right right, at such Purchaser's expense, to visit and inspect any of the Properties properties of the Credit PartiesCompany and of its Subsidiaries, to examine their the books of account and recordsrecords of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom at their expensetherefrom, and to discuss their 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 and officers, employees and their independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Parent Company authorizes the Accountants such accountants to discuss its such affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussionsaccounts, 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 officers information is necessary to avoid or employees is present, it being understood that nothing contained correct a misstatement or omission in this Section 8 is intended any Registration Statement filed pursuant to confer any right to exclude any the Registration Rights Agreement (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 officers or employees from such discussionsinformation), during (ii) the Parent's normal business hours with reasonable frequency and release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (except 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 the occurrence and during the continuance learning that disclosure of an Event such information is sought in or by a court or governmental body of Default) upon reasonable prior competent jurisdiction or through other means, give prompt notice to the Parent. The Parent Company and allow the Company agree jointly and severally Company, at its expense, to pay all reasonable out-undertake appropriate action to prevent disclosure of-pocket expenses incurred by , or to obtain a protective order for, the Purchaser 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 Subsidiaries' financial statements, business, assets, operations and prospectsinformation deemed confidential.

Inspection of Properties and Books. The PurchaserBorrower will, until all and will cause each Guarantor to, permit the Agent or any of the Obligations have been indefeasibly paid Banks' other designated representatives upon no less than 24 hours notice (which notice may be given orally or in full and no Notes are outstanding and the Termination Date has occurredwriting), shall have the right to visit and inspect any of the Properties properties of the Credit PartiesBorrower, any Guarantor or any of their respective Subsidiaries to examine their the books of account of the Borrower, such Guarantor and records, their respective Subsidiaries (and to make copies thereof and extracts therefrom at their expense, therefrom) and to discuss their the affairs, finances and accounts of the Borrower, such Guarantor and their respective Subsidiaries with, and to be advised as to the same by, their officers its officers, all at such reasonable times and employees and their independent public accountants (whose fees and expenses shall be paid by intervals as the ParentAgent may reasonably request; provided that, and by this provision the Parent authorizes the Accountants to discuss its affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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 frequency and (except upon the occurrence and during the continuance of an so long as no Event of Default) upon reasonable prior notice to Default has occurred and is continuing, the Parent. The Parent Borrower shall only be responsible for the costs and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses incurred by the Purchaser 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 nothing herein shall prevent the Agent or any Bank from disclosing such information (i) to any other Bank, (ii) to any other person if reasonably incidental to the administration of the Loans, (iii) 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 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 extent reasonably required in connection with the Purchaser's exercise of their rights under this Section 8 at any time when a Default remedy hereunder, (viii) to the Agent's or Event of Default shall have occurred such Bank's Affiliates, legal counsel 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'sindependent auditors, and (ix) to any actual or proposed participant or Eligible Assignee of all or part of its Subsidiaries' financial statements, business, assets, operations and prospectsrights hereunder.

Inspection of Properties and Books. The PurchaserBorrower will, until all and will ---------------------------------- cause each Guarantor to, permit the Agent or any of the Obligations have been indefeasibly paid Banks' other designated representatives upon no less than 24 hours notice (which notice may be given orally or in full and no Notes are outstanding and the Termination Date has occurredwriting), shall have the right to visit and inspect any of the Properties properties of the Credit PartiesBorrower, any Guarantor or any of their respective Subsidiaries to examine their the books of account of the Borrower, such Guarantor and records, their respective Subsidiaries (and to make copies thereof and extracts therefrom at their expense, therefrom) and to discuss their the affairs, finances and accounts of the Borrower, such Guarantor and their respective Subsidiaries with, and to be advised as to the same by, their officers its officers, all at such reasonable times and employees and their independent public accountants (whose fees and expenses shall be paid by intervals as the ParentAgent may reasonably request; provided that, and by this provision the Parent authorizes the Accountants to discuss its affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not any of such officers or employees is present, 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 frequency and (except upon the occurrence and during the continuance of an so long as no Event of Default) upon reasonable prior notice to Default has occurred and is continuing, -------- the Parent. The Parent Borrower shall only be responsible for the costs and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses incurred by the Purchaser 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 nothing herein -------- shall prevent the Agent or any Bank from disclosing such information (i) to any other Bank, (ii) to any other person if reasonably incidental to the administration of the Loans, (iii) 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 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 extent reasonably required in connection with the Purchaser's exercise of their rights under this Section 8 at any time when a Default remedy hereunder, (viii) to the Agent's or Event of Default shall have occurred such Bank's Affiliates, legal counsel 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'sindependent auditors, and (ix) to any actual or proposed participant or Eligible Assignee of all or part of its Subsidiaries' financial statements, business, assets, operations and prospectsrights hereunder.

Inspection of Properties and Books. The Purchaser, until all So long as any of the Obligations have been indefeasibly paid in full Purchasers or any other institutional investor shall hold Notes convertible into at least 100,000 shares of Common Stock, such Purchaser or other holder and no Notes are outstanding their respective representatives and agents (collectively, the Termination Date has occurred, "Inspectors") shall have the right right, at any Purchaser's or such holder's expense, to visit and inspect any of the Properties properties of the Credit PartiesCompany and of its subsidiaries, to examine their the books of account and recordsrecords of the Company and of its subsidiaries, to make or be provided with copies and extracts therefrom at their expensetherefrom, and to discuss their 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 and officers, employees and their independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Parent Company authorizes the Accountants such accountants to discuss its such affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussionsaccounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as 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 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 (a) the disclosure of such officers information is necessary to avoid or employees correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (b) the release of such information is presentordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, it being understood that nothing contained or (c) 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 8 4(o). Each Purchaser agrees that it shall, upon learning that disclosure of such information is intended to confer any right to exclude any such officers sought in or employees from such discussions)by a court or governmental body of competent jurisdiction or through other means, during the Parent's normal business hours with reasonable frequency and (except upon the occurrence and during the continuance of an Event of Default) upon reasonable prior give prompt notice to the Parent. The Parent Company and allow the Company agree jointly and severally Company, at it expense, to pay all reasonable out-undertake appropriate action to prevent disclosure of-pocket expenses incurred by , or to obtain a protective order for the Purchaser 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 Subsidiaries' financial statements, business, assets, operations and prospectsinformation deemed confidential."

Inspection of Properties and Books. The PurchaserSeller shall permit authorized representatives of Purchaser to (i) discuss the business, until all operations, assets and financial condition of the Obligations have been indefeasibly paid in full Seller and no Notes are outstanding Seller’s Subsidiaries with their officers and the Termination Date has occurred, shall have the right to visit designated employees and inspect any of the Properties of the Credit Parties, to examine their books of account and account, records, to reports and other papers and make copies or extracts thereof, (ii) inspect Seller’s Mortgage Files and extracts therefrom at their expenseServicing Files relating to Mortgage Loans that are subject to Participation Certificates and all related information and reports, and (iii) audit Seller’s operations to discuss their affairsensure compliance with the terms of the Program Documents, finances the GLB Act and accounts withother privacy laws and regulations, all at such reasonable times as Purchaser may request. Unless a Potential Servicing Termination Event or a Servicing Termination Event has occurred and is continuing (in which event Purchaser shall have no obligation whatsoever to be advised as to the same bygive Seller advance notice), their officers and employees and their independent public accountants (whose fees and expenses Purchaser will give Seller reasonable advance notice of each such audit, inspection or visit. Seller shall be paid by the Parent, and by this provision the Parent authorizes the Accountants to discuss its affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the reimburse Purchaser for such discussions, whether or not any of such officers or employees is present, 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 frequency and (except upon the occurrence and during the continuance of an Event of Default) upon reasonable prior notice to the Parent. The Parent and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses reasonably incurred by the Purchaser in connection with the Purchaser's exercise of their rights under this Section 8 at only one such audit, inspection or visit during any time twelve (12) month period, and for out-of-pocket expenses reasonably incurred in connection with each such audit, inspection or visit, if any, undertaken when a Default Potential Servicing Termination Event or a Servicing Termination Event exists. Seller will provide its accountants with a photocopy 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 this Agreement promptly after Purchaser notifies Seller that Purchaser wishes to discuss the Parent's, financial condition or affairs of Seller and Seller’s Subsidiaries with such accountants and will instruct its accountants to answer candidly any and all questions that the officers of Purchaser or any authorized representatives of Purchaser may address to them in reference to the financial condition or affairs of Seller and Seller’s Subsidiaries' financial statements, business, assets, operations . Seller may have its representatives in LEGAL02/43307475v2 attendance at any meetings between the officers or other representatives of Purchaser and prospectsSeller’s accountants held in accordance with this authorization.

Inspection of Properties and Books. The PurchaserFrom the date hereof until the Closing, until all and thereafter, for so long as any of the Obligations have been indefeasibly paid in full Preferred Stock or Redemption Preferred Stock remains outstanding, each Purchaser and no Notes are outstanding its representatives and agents (collectively, the Termination Date has occurred, “Inspectors”) shall have the right right, at such Purchaser’s expense, to visit and inspect any of the Properties properties of the Credit PartiesCompany and of its Subsidiaries, to examine their the books of account and recordsrecords of the Company and of its Subsidiaries, to make or be provided with copies and extracts therefrom at their expensetherefrom, and to discuss their 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 and officers, employees and their independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Parent Company authorizes the Accountants such accountants to discuss its such affairs, finances and accounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussionsaccounts, 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 officers information is necessary to avoid or employees correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (ii) the release of such information is presentordered 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 being understood shall, upon learning that nothing contained 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 8 is intended to confer any right to exclude any such officers or employees from such discussions4(l), during the Parent's normal business hours with reasonable frequency and (except upon the occurrence and during the continuance of an Event of Default) upon reasonable prior notice to the Parent. The Parent and the Company agree jointly and severally to pay all reasonable out-of-pocket expenses incurred by the Purchaser 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 Subsidiaries' financial statements, business, assets, operations and prospects.