Common use of Additional Reporting Clause in Contracts

Additional Reporting. In addition to any reports or information required by the Loan Documents or this Agreement (which must be provided timely), or that NBD may hereafter request, each Party must provide NBD with: (a) Within one day of receipt, copies of written notices of default received from other creditors; (b) Within one day of gaining knowledge thereof, any adverse information regarding any Party; (c) Daily, a Borrowing Base Certificate in a form and detail reasonably acceptable to NBD, executed by an authorized agent of the Loan Parties and completed and sent by facsimile with the originals to follow by U.S. Mail. The current form utilized by Borrowers is acceptable so long as Borrowers add sections detailing the prior day's loan balance, requested advance or paydown, the resulting loan balance and the excess availability. (d) As soon as available and in any event within 20 days after the end of each calendar month, a report listing the accounts receivable aging, accounts payable aging and a perpetual inventory report summarized by commodity code of Borrowers, in a form and detail reasonably acceptable to Bank, executed by an authorized agent of Borrowers and completed as of the end of the most recently ended month; (e) Within 20 days after the end of the first eleven months of each year and by January 31 for the month of December, a balance sheet as of the end of such month and statements of income, retained earnings and cash flows from the beginning of the fiscal year to the end of such month, certified as correct by one of Borrowers' authorized agents, together with a calculation showing the actual cash flows for such month as compared to the cash flows for such month set forth in the Projections; (f) Monthly by the 15th of each month, an updated list of all patents, patent applications, copyrights, trademarks, or trade names of Borrowers; and (g) Such other documents, certificates, financial reports or statements as Bank may reasonably request.

Additional Reporting. In addition to any reports or information required by and all reporting requirements set forth in the Loan Documents or this Agreement Credit Agreement, the Borrower shall provide to the Administrative Agent (for subsequent distribution to Lenders) the following during the Waiver Period, which must in each case shall be provided timely), or that NBD may hereafter request, each Party must provide NBD within form and substance acceptable to Administrative Agent in its sole discretion: (ai) Within one day of receiptOn each Monday, copies of written notices of default received from a thirteen-week cash report for the subsequent thirteen-week period setting forth all forecasted receipts and disbursements on a weekly basis (“Cash Forecast”) and a variance report (A) comparing the Credit Parties’ actual cash receipts, disbursements, and cash flows for the immediate preceding week to projected cash receipts, disbursements, and cash flows for such week as set forth in the immediately prior Cash Forecast, (B) comparing the material variances to the amounts set forth in the applicable Cash Forecast, and (C) including footnotes or other creditorssimilar notations describing any material differences in the actual versus forecasted results (and the Credit Parties’ shall provide the Administrative Agent access to the Credit Parties’ management team to discuss material variances); (bii) Within one On or prior to the twentieth (20th) day of gaining knowledge thereof, any adverse information regarding any Party; (c) Daily, a Borrowing Base Certificate in a form and detail reasonably acceptable to NBD, executed by an authorized agent of the Loan Parties and completed and sent by facsimile with the originals to follow by U.S. Mail. The current form utilized by Borrowers is acceptable so long as Borrowers add sections detailing the prior day's loan balance, requested advance or paydown, the resulting loan balance and the excess availability. (d) As soon as available and in any event within 20 days after the end of each calendar monthmonth (commencing on February 20, 2024), (A) a report listing copy of the accounts receivable aging, accounts payable aging Consolidated balance sheet of the Parent and a perpetual inventory report summarized by commodity code of Borrowers, in a form and detail reasonably acceptable to Bank, executed by an authorized agent of Borrowers and completed its Subsidiaries as of the end of the most recently ended month; (e) Within 20 days after the end of the first eleven months of each year preceding monthly period and by January 31 for the month of December, a balance sheet as of the end of such month and related Consolidated statements of income, income and retained earnings and of cash flows from for the beginning Parent and its Subsidiaries for such preceding monthly period and for the portion of the fiscal year ending with such preceding monthly period, in each case a report setting forth all variances on a line-item and aggregate basis, from the amount set forth for such period as compared to the 2024 Budget provided pursuant to Section 5(a)(iv) of this Amendment and Waiver and including management discussion and analysis of operating results inclusive of operating metrics in comparative form, and (B) a certificate of a Responsible Officer substantially in the form of Exhibit 5.2(b) of the Credit Agreement stating that (x) such financial statements present fairly in all material respects the financial position of the Credit Parties and their Subsidiaries on a consolidated basis for the periods indicated in conformity with GAAP (subject, in the case of interim statements, to normal recurring year end audit adjustments and the absence of footnotes) applied on a consistent basis and (y) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and such certificate shall include the calculations in reasonable detail required to indicate compliance with Section 5.9 of the Credit Agreement as of the last day of such monthmonthly period; (iii) On or prior to the fifteenth (15th) day of each calendar month (commencing on February 15, certified as correct by one 2024), a copy of Borrowers' authorized agentsthe projected profit and loss statements for the Parent and its Subsidiaries for such monthly period and for the portion of the fiscal year ending with such period, setting forth in comparative form the profit and loss statement for the corresponding period or periods of the preceding fiscal year; (iv) On or prior to January 31, 2024, in accordance with Section 5.1(c) of the Credit Agreement, the 2024 Budget, together with a calculation showing summary of the actual cash flows for material assumptions made in the preparation of such month as compared to 2024 Budget; (v) On or before January 31, 2024, a copy of their cost reduction action plan (the cash flows for such month “Action Plan”), with specific identification of each area of savings (including corresponding projected savings over an identified period of time), management team responsibilities, and estimated timeline; (vi) Beginning the week ending February 9, 2024, on each Monday, a report assessing the Credit Parties’ progress under and execution of the Action Plan against the timeline set forth in the Projections; Action Plan, which report shall include identification of material variances and footnotes or other similar notations describing any material differences in the actual versus planned results (f) Monthly by and the 15th of each month, an updated list of all patents, patent applications, copyrights, trademarks, or trade names of BorrowersCredit Parties’ shall provide the Administrative Agent access to the Credit Parties’ management team to discuss material deviations); and (gvii) Such other documentsOn or prior to the fifteenth (15th) day of each calendar month (commencing on February 15, certificates2024), financial reports or statements as Bank may reasonably requesta report comparing the performance of the Credit Parties’ licensed agents against the corresponding expected performance identified in the 2024 Budget.

Additional Reporting. In addition to any reports or information required by the Loan Documents or this Agreement case of clauses (which must be provided timelyi), or that NBD may hereafter request(ii), each Party must provide NBD with(iii), (iv) and (v) below, during the Covenant Relief Period only, and in the case of clause (vi) below, until the Security Release Date, the Borrower will: (ai) Within one day of receipt, copies of written notices of default received from other creditors; (b) Within one day of gaining knowledge thereof, any adverse information regarding any Party; (c) Daily, a Borrowing Base Certificate in a form and detail reasonably acceptable to NBD, executed by an authorized agent of the Loan Parties and completed and sent by facsimile with the originals to follow by U.S. Mail. The current form utilized by Borrowers is acceptable so long as Borrowers add sections detailing the prior day's loan balance, requested advance or paydown, the resulting loan balance and the excess availability. (d) As soon as available and in any event within 20 30 days after the end of each calendar monthfiscal year of the Borrower, a report listing deliver to the accounts receivable aging, accounts payable aging and a perpetual inventory report summarized by commodity code of Borrowers, Agent an updated five year financial forecast in a form and detail reasonably acceptable scope satisfactory to Bankthe Agent, executed by an authorized agent of Borrowers and completed as of the end of the most recently ended monthacting reasonably; (eii) Within 20 within (x) 45 days after the end of the first eleven months three fiscal quarters of each fiscal year of the Borrower, and (y) 90 days after the end of each fiscal year (but in any event not more than 5 days after the filing by January 31 the Borrower of its quarterly and annual financial statements on ▇▇▇▇▇.▇▇▇), host a business and financial update call with the Lenders which call shall include (I) a discussion of the last completed fiscal quarter or fiscal year of the Borrower, as the case may be, and in the case of any forecast update, the corresponding updated five year financial forecast delivered pursuant to clause (i) above and (II) an update on the implementation of the Hedging Plan; (iii) provide the Agent with copies of any amendments to, waivers and consents under, or other material notices received or delivered under, the Note Agreements, including notice of any changes to the covenant relief period thereunder, promptly upon receipt or delivery thereof; (iv) provide the Agent with notice of any material changes to (i) the Hedge Plan or (ii) the Borrower’s hedging policy adopted by its board of directors and in effect from time to time, within 5 days after such change is made or occurs; (v) within 45 days after the end of each fiscal quarter of the Borrower, deliver to the Agent: (A) the Simplified PWT Model for such fiscal quarter, each remaining fiscal quarter in the then current fiscal year of the Borrower and each fiscal quarter of the next succeeding fiscal year of the Borrower; and (1) to the extent not included in the financial statements of the Borrower for the month then most recently ended fiscal quarter of Decemberthe Borrower for which financial statements have been delivered pursuant to Section 14.1(h) hereof, a balance sheet as summary, in the aggregate for each category, of all outstanding oil, gas and non-commodity ▇▇▇▇▇▇, including the marked to market value, in the aggregate, for each such category and (2) the respective percentages of projected oil and gas production over the 12 successive calendar months following the end of such month and statements of income, retained earnings and cash flows from the beginning fiscal quarter of the fiscal year Borrower that is subject to commodity hedging arrangements existing as of the end last day of such month, certified as correct by one of Borrowers' authorized agents, together with a calculation showing the actual cash flows for such month as compared to the cash flows for such month set forth in the Projections; (f) Monthly by the 15th of each month, an updated list of all patents, patent applications, copyrights, trademarks, or trade names of Borrowersfiscal quarter; and (gvi) Such other documents, certificates, financial reports provide the Agent with no less than 15 days’ prior written notice (or statements such shorter period as Bank the Agent may reasonably request.agree) of any change to the legal name of any Loan Party or the jurisdictions in which a Loan Party carries on business or owns any material assets from those set out in Schedule F.

Additional Reporting. In addition The Borrower agrees that it will deliver the following information to any reports or information required by the Loan Documents or this Agreement Administrative Agent for distribution to the Lenders (which must be provided timely), or that NBD may hereafter request, each Party must provide NBD with:with a copy to E&Y): (a) Within one day of receipt, copies of written notices of default received from other creditors; (b) Within one day of gaining knowledge thereof, any adverse information regarding any Party; (c) Daily, a Borrowing Base Certificate in a form and detail reasonably acceptable to NBD, executed by an authorized agent of the Loan Parties and completed and sent by facsimile with the originals to follow by U.S. Mail. The current form utilized by Borrowers is acceptable so long as Borrowers add sections detailing the prior day's loan balance, requested advance or paydown, the resulting loan balance and the excess availability. (d) As soon as available and in any event within 20 no later than 30 days after the end of each calendar month, a report listing the accounts receivable aging, accounts payable aging and a perpetual inventory report summarized by commodity code of Borrowers, in a form and detail reasonably acceptable to Bank, executed by an authorized agent of Borrowers and completed as of the end of the most recently ended month; (e) Within 20 days after the end of beginning with the first eleven months of each year and by January 31 delivery on July 30, 2003 for the month of DecemberJune 2003, (i) consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such month and for the year to date and a consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such month and (ii) consolidated and consolidating statements of income, retained earnings income and cash flows from of Loral and its Subsidiaries for such month and for the beginning of the fiscal year to date and a consolidated and consolidating balance sheets of Loral and its Subsidiaries as at the end of such monthmonth (provided that such consolidating information is required only for the Specified Subsidiaries), certified as correct by one of Borrowers' authorized agents, together with in each case (iii) also including a calculation showing the actual cash flows in reasonable detail of Consolidated EBITDA for such month as and for the year to date and (iv) compared in reasonable detail to the cash flows for such month set forth projections contained in the ProjectionsUpdated Business Plan and accompanied by an explanation of any significant variances; (fb) Monthly on the second Business Day of April and May, and starting with the week of May 19, 2003 on the second Business Day of each week, a weekly consolidated cash forecast, in scope and form reasonably satisfactory to the Administrative Agent in consultation with E&Y, for (i) the Borrower and its Subsidiaries and (ii) Loral and its Subsidiaries (including also, in the case of Loral, such consolidating detail for the Specified Subsidiaries as is reasonably requested by the 15th Administrative Agent) for the following 13-week period; (c) no later than two Business Days after the end of each monthquarter, starting with the quarter ended March 31, 2003, a report of the Borrower's Cash Balance as at the last day of such quarter; (d) on the second Business Day of each week, a statement of the Borrower's Cash Balance and of Loral's Cash Balance (including also, in the case of Loral, such consolidating detail for the Specified Subsidiaries as is reasonably requested by the Administrative Agent) as at the last Business Day of the immediately preceding week, and beginning on May 19, 2003 accompanied by a comparison to the weekly consolidated cash forecast for such week previously provided pursuant to Section 5(b) above and an updated list explanation of any significant variances, all patents, patent applications, copyrights, trademarks, or trade names of Borrowersin scope and form reasonably satisfactory to the Administrative Agent in consultation with E&Y; and (ge) Such other documentsno later than June 15, certificates2003, financial reports or statements as Bank may an updated business plan for 2003-2006, providing information on a monthly basis for 2003 (beginning with July), on a quarterly basis for 2004 and on an annual basis for 2005 and 2006, in scope and form reasonably requestsatisfactory to the Administrative Agent in consultation with E&Y, including a comparison to the comparable information in the Initial Business Plan (to the extent possible, in the case of 2003, given that the Initial Business Plan provides information on a quarterly basis for 2003) and an explanation of any significant variances.

Additional Reporting. In addition to any reports or information required by (i) Until a Senior Subordinated Note Termination, concurrently with the Loan Documents or this Agreement (which must be provided timely)incurrence of Indebtedness, or the classification as such Indebtedness, notice of Indebtedness incurred in reliance on, or classified as Indebtedness permitted under, Section 4.09(b)(16) of the Senior Subordinated Note Indenture, and “Net Proceeds” (as defined in the Senior Subordinated Note Indenture) of “Asset Sales” (as defined in the Senior Subordinated Note Indenture) that NBD may hereafter request, each Party must provide NBD with: have been applied by Amscan or any of Subsidiaries since of the date of the Senior Subordinated Note Indenture to repay any term Indebtedness under a “Credit Facility” (aas defined in the Senior Subordinated Note Indenture) Within one day of receipt, copies of written notices of default received from other creditorsand to repay any revolving credit Indebtedness under a “Credit Facility” (as defined in the Senior Subordinated Note Indenture) or effect a corresponding commitment reduction thereunder; (bii) Within one day of gaining knowledge In the event that there are any outstanding obligations under either (A) the Senior Subordinated Note Documents or (B) the Senior Secured Term Loan Facility, in each case on the date forty-five (45) days prior to the then scheduled maturity date thereof, any adverse information regarding any PartyAdministrative Agent shall have received from Amscan projections reasonably satisfactory to the Administrative Agent showing Excess Availability during such forty-five (45) day period and the twelve (12) month period immediately after such maturity date under the Senior Subordinated Note Documents and the Senior Secured Term Loan Facility; (ciii) DailyUntil a Senior Subordinated Note Termination, together with each delivery of financial statements of Amscan and its Subsidiaries pursuant to Section 5.01(b), a Borrowing Base Certificate duly executed and delivered certificate of a Responsible Officer of Amscan showing in a form and reasonable detail reasonably acceptable to NBD, executed by an authorized agent the calculation of the Loan Parties and completed and sent by facsimile with “Fixed Charge Coverage Ratio” as such term is defined in the originals to follow by U.S. Mail. The current form utilized by Borrowers is acceptable so long as Borrowers add sections detailing the prior day's loan balance, requested advance or paydown, the resulting loan balance and the excess availability. (d) As soon as available and in any event within 20 days after the end of each calendar month, a report listing the accounts receivable aging, accounts payable aging and a perpetual inventory report summarized by commodity code of Borrowers, in a form and detail reasonably acceptable to Bank, executed by an authorized agent of Borrowers and completed as of the end of the Senior Subordinated Note Indenture for Amscan’s most recently ended month; four (e4) Within 20 days after fiscal quarters and in the end of event that the first eleven months of each year and by January 31 for aggregate Revolving Exposures at any time exceeds the month of December, a balance sheet as of the end of such month and statements of income, retained earnings and cash flows from the beginning of the fiscal year to the end of such month, certified as correct by one of Borrowers' authorized agentsMaximum ABL Credit Facility Amount, together with each delivery of financial statements of Amscan and its Subsidiaries pursuant to Section 5.01(a), a certificate of a Responsible Officer showing in reasonable detail the calculation showing of the actual cash flows for “Fixed Charge Coverage Ratio” as such month as compared to the cash flows for such month set forth term is defined in the Projections; Senior Subordinated Note Indenture for Amscan’s most recently ended twelve (f12) Monthly by the 15th of each month, an updated list of all patents, patent applications, copyrights, trademarks, or trade names of Borrowersfiscal months; and (giv) Such other Promptly upon Administrative Agent’s reasonable request from time to time, a certificate of a Responsible Officer of Amscan, in form and substance reasonably satisfactory to Administrative Agent, setting forth in reasonable detail a calculation of the Maximum ABL Credit Facility Amount and the Maximum ABL Total Debt Amount as of the date of such request. Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Amscan posts such documents, certificatesor provides a link thereto on Amscan’s website on the Internet at the website address listed on Schedule 9.01; (ii) on which such documents are posted on Amscan’s behalf on IntraLinks/SyndTrak or another relevant website, financial reports if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or statements as Bank whether sponsored by the Administrative Agent); or (iii) the date on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); provided, that: (A) upon written request by the Administrative Agent, Amscan shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) Amscan shall notify (which may reasonably requestbe by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Additional Reporting. In addition The Borrower agrees that it will deliver the following information to any reports or information required by the Loan Documents or this Agreement Administrative Agent for distribution to the Banks (which must be provided timely), or that NBD may hereafter request, each Party must provide NBD with:with a copy to E&Y): (a) Within one day of receipt, copies of written notices of default received from other creditors; (b) Within one day of gaining knowledge thereof, any adverse information regarding any Party; (c) Daily, a Borrowing Base Certificate in a form and detail reasonably acceptable to NBD, executed by an authorized agent of the Loan Parties and completed and sent by facsimile with the originals to follow by U.S. Mail. The current form utilized by Borrowers is acceptable so long as Borrowers add sections detailing the prior day's loan balance, requested advance or paydown, the resulting loan balance and the excess availability. (d) As soon as available and in any event within 20 no later than 30 days after the end of each calendar month, beginning with the first delivery on July 30, 2003 for the month of June 2003, (i) consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such month and for the year to date and a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such month and (ii) consolidated and consolidating statements of income and cash flows of Loral and its Subsidiaries for such month and for the year to date and a consolidated and consolidating balance sheets of Loral and its Subsidiaries as at the end of such month (provided that such consolidating information is required only for the Specified Subsidiaries), in each case (iii) also including a calculation in reasonable detail of Consolidated EBITDA for such month and for the year to date and (iv) compared in reasonable detail to the projections contained in the Updated Business Plan and accompanied by an explanation of any significant variances; (b) on the second Business Day of April and May, and starting with the week of May 19, 2003, on the second Business Day of each week, a weekly consolidated cash forecast, in scope and form reasonably satisfactory to the Administrative Agent in consultation with E&Y, for (i) the Borrower and its Subsidiaries and (ii) Loral and its Subsidiaries (including also, in the case of Loral, such consolidating detail for the Specified Subsidiaries as is reasonably requested by the Administrative Agent) for the following 13-week period; (c) no later than two Business Days after the end of each quarter, starting with the quarter ended March 31, 2003, a report listing of the accounts receivable agingBorrower's Cash Balance as at the last day of such quarter; (d) on the second Business Day of each week, accounts payable aging a statement of the Borrower's Cash Balance and a perpetual inventory report summarized by commodity code of BorrowersLoral's Cash Balance (including also, in a form and the case of Loral, such consolidating detail for the Specified Subsidiaries as is reasonably acceptable to Bank, executed requested by an authorized agent of Borrowers and completed the Administrative Agent) as at the last Business Day of the end immediately preceding week, and beginning on May 19, 2003 accompanied by a comparison to the weekly consolidated cash forecast for such week previously provided pursuant to Section 6(b) above and an explanation of any significant variances, all in scope and form reasonably satisfactory to the most recently ended monthAdministrative Agent in consultation with E&Y; (e) Within 20 no later than June 15, 2003, an updated business plan for 2003-2006, providing information on a monthly basis for 2003 (beginning with July), on a quarterly basis for 2004 and on an annual basis for 2005 and 2006, in scope and form reasonably satisfactory to the Administrative Agent in consultation with E&Y, including a comparison to the comparable information in the Initial Business Plan (to the extent possible, in the case of 2003, given that the Initial Business Plan provides information on a quarterly basis for 2003) and an explanation of any significant variances; (f) no later than 30 days after the end of each month, beginning with April 2003, a report on (i) changes in the first eleven months backlog at the Borrower's Fixed Satellite Services business during such month and (ii) the status of each year and by January 31 significant potential satellite orders for the month of December, a balance sheet Borrower's Space Systems/Loral business as of the end of such month and statements of income, retained earnings and cash flows from the beginning of the fiscal year to the end of such month, certified as correct by one of Borrowers' authorized agents, together with a calculation showing the actual cash flows for such month as compared to the cash flows for such month set forth in the Projections; (f) Monthly by the 15th of each month, an updated list of all patents, patent applications, copyrights, trademarks, or trade names of Borrowers; and (g) Such other documentson the second Business Day of each week, certificatesbeginning April 8, financial reports or statements as Bank may reasonably request2003, a report of the status of the proposed Orbitals Transaction and Sirius Radio capital stock sales described in Section 7(k)(vi).

Additional Reporting. In addition to any reports or information required by the Loan Documents or this Agreement To Agent and Lenders, (which must be provided timely), or that NBD may hereafter request, each Party must provide NBD with: i) within twenty one (a21) Within one day of receipt, copies of written notices of default received from other creditors; (b) Within one day of gaining knowledge thereof, any adverse information regarding any Party; (c) Daily, a Borrowing Base Certificate in a form and detail reasonably acceptable to NBD, executed by an authorized agent of the Loan Parties and completed and sent by facsimile with the originals to follow by U.S. Mail. The current form utilized by Borrowers is acceptable so long as Borrowers add sections detailing the prior day's loan balance, requested advance or paydown, the resulting loan balance and the excess availability. (d) As soon as available and in any event within 20 days after the end of each calendar monthFiscal Month, a report listing profit and loss accounting of store performance by location (including net sales, gross margin and EBITDA), and (ii) on the accounts receivable agingfirst Business Day of each week, accounts payable aging a cash flow projection (including projections of Borrowing Availability) for such week and each of the twelve (12) weeks following such week. 2.12. Annex F of the Credit Agreement is hereby amended by deleting paragraph (a) in its entirety and replacing it with the following: (a) To Agent, upon its request, and in any event no less frequently than (x) 12:00 p.m. (New York time) on each Business Day, a perpetual inventory report summarized by commodity code Combined Notice of BorrowersRevolving Credit Advance and Collateral Activity Report, as referenced in a form clause (i) below with updated information as to the gross amounts of Accounts and detail reasonably acceptable to Bank, executed by an authorized agent of Borrowers and completed Inventory as of the end of immediately preceding Business Day; and (y) 12:00 p.m. (New York time) on the most recently ended month; (e) Within 20 days third Business Day after the end of each week (together with a copy of all or any part of the first eleven months following reports requested by any Lender in writing after the Closing Date), the reports referenced in clauses (ii) and (iii) below, each of each year and which shall be prepared by January 31 for the month of December, a balance sheet applicable Borrower as of the end of such month and statements of income, retained earnings and cash flows from the beginning last day of the fiscal year immediately preceding week or the date two (2) days prior to the end date of any such monthrequest: (i) a Combined Notice of Revolving Credit Advance and Collateral Activity Report with respect to each Borrower, certified in each case accompanied by such supporting detail and documentation as correct shall be requested by one of Borrowers' authorized agents, together with a calculation showing the actual cash flows for such month as compared to the cash flows for such month set forth Agent in the Projectionsits reasonable discretion; (fii) Monthly a Borrowing Base Certificate and, with respect to each Borrower, a summary of Inventory by the 15th of location and type with a supporting perpetual Inventory report, in each month, an updated list of all patents, patent applications, copyrights, trademarks, or trade names of Borrowerscase accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; and (giii) Such other documentswith respect to each Borrower, certificatesa weekly trial balance showing Accounts outstanding aged from due date as follows: current, financial reports 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or statements more, accompanied by such supporting detail and documentation as Bank shall be requested by Agent in its reasonable discretion.” 2.13. Annex F of the Credit Agreement is hereby amended by deleting paragraph (i) in its entirety and replacing it with the following: (i) Borrowers, at their own expense, shall deliver to Agent (A) an appraisal of their Inventory no less frequently than each Fiscal Quarter and (B) to the extent requested by Agent a desktop appraisal of such Inventory no less frequently than once each month, or, in each case, or at such more frequent intervals as Agent may request at any time, such appraisals to be conducted by an appraiser engaged by Agent, and such appraisals to be in form and substance reasonably request.satisfactory to Agent; and” 2.14. Annex G of the Credit Agreement is hereby amended by deleting paragraph (a), “Minimum Fixed Charge Coverage Ratio,” in its entirety and replacing it with the following:

Additional Reporting. (a) In addition to any reports or information required by the reporting requirements set forth in the Credit Agreement, the Borrower and each of its Subsidiaries (individually a “Loan Documents or this Agreement (which must be provided timely)Party” and collectively the “Loan Parties”) agrees to deliver to the Administrative Agent, or that NBD may hereafter request, each Party must provide NBD with: (a) Within one day of receipt, copies of written notices of default received from other creditors; (b) Within one day of gaining knowledge thereof, any adverse information regarding any Party; (c) Daily, a Borrowing Base Certificate in a form and detail reasonably acceptable satisfactory to NBDthe Administrative Agent, executed by the following: (i) (A) weekly, on or before the last Business Day of each calendar week, a rolling 13-week cash flow forecast that shall detail all sources and uses of cash on a weekly basis and having an authorized agent effective date as of the Loan Parties and completed and sent by facsimile with last Business Day of the originals to follow by U.S. Mail. The current form utilized by Borrowers is acceptable so long as Borrowers add sections detailing immediately preceding calendar week, (B) monthly, on the prior day's loan balance, requested advance or paydown, the resulting loan balance and the excess availability. (d) As soon as available and in any event within 20 days after the end fifth Business Day of each calendar month, a report listing the an updated accounts receivable agingaging report having an effective date as of the last Business Day of the immediately preceding calendar month, and (C) monthly, on the fifth Business Day of each calendar month, an updated accounts payable aging and a perpetual inventory report summarized by commodity code of Borrowers, in a form and detail reasonably acceptable to Bank, executed by having an authorized agent of Borrowers and completed effective date as of the end last Business Day of the most recently ended immediately preceding calendar month; (eii) Within 20 days after weekly, on or before the end of the first eleven months last Business Day of each year and by January 31 for the month of December, a balance sheet as of the end of such month and statements of income, retained earnings and cash flows from the beginning of the fiscal year to the end of such month, certified as correct by one of Borrowers' authorized agents, together with a calculation showing the actual cash flows for such month as compared to the cash flows for such month set forth in the Projections; (f) Monthly by the 15th of each monthcalendar week, an updated list written report that can be distributed to the Lenders prepared by the Borrower’s Financial Advisor, the Chief Financial Officer of the Borrower, and the Chief Operating Officer of the Borrower regarding the restructuring efforts of the Loan Parties, which report shall include, without limitation, information regarding potential refinancings, asset sale and merger efforts, all patents, patent applications, copyrights, trademarks, in summary or trade names of Borrowersgeneric form; and (giii) Such other documentsinformation as the Administrative Agent, certificates, financial reports the Advisors or statements as Bank the Lenders may from time to time reasonably request, provided that such other information does not conflict with or exceed the scope of the additional reporting contemplated by this Amendment or any of the other Loan Documents. (b) In addition, the Loan Parties agree to deliver to the Steering Committee (as defined in Section 12(f) below) and the Agent’s Financial Advisor: (i) weekly, on or before the last Business Day of each calendar week, a continuously updated written report or chart, providing, (i) the names of each party that has made any material offers, initiated discussions, visited the data room or engaged in any other material correspondence with any of the Loan Parties regarding any proposed asset sale, merger, combination, refinancing, recapitalization or other similar transaction, (ii) the basic terms and subject matter of any offers, letters of intent or material correspondence received since the date of the last report, and (iii) the current status of such information and the estimated interest level of each of the parties involved; (ii) weekly, on or before the last Business Day of each calendar week, a visitation schedule, log book, or other such written report that shall include, without limitation, the names of all the parties visiting the data room or scheduled to visit the data room and the date of each such visit or scheduled visit. All of the information received pursuant to this Section 8(b) and the information received pursuant to Section 12(f) below (other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries) shall be maintained by the Steering Committee and the Agent’s Financial Advisor as confidential, except that such information may be disclosed to (a) its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (collectively, the “Representatives”) who, under the circumstances, reasonably need to know such information, or to whom such disclosure is appropriate; provided that, the Steering Committee and the Agent’s Financial Advisor (i) shall use reasonable efforts to cause its respective Representatives not to disclose any such information, and (ii) shall use reasonable efforts to prevent disclosure of such information to Representatives involved in, or reasonably likely to become involved in, financing proposals with third parties seeking to engage in a transaction with the Borrower or any of its Subsidiaries, (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) subject to clause (a) above, in connection with the exercise of remedies hereunder or under any other Loan Document or the enforcement of rights hereunder or thereunder, (e) with the consent of the Borrower, or (f) to the extent such information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes publicly available to the Administrative Agent, any Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. Notwithstanding the foregoing, the Representatives may also disclose such information to the other Lenders on a confidential basis consistent with this Section 8(b) on the date of the occurrence of an Event of Default.

Additional Reporting. In addition to any reports or information required by (i) Annual – concurrent with the Loan Documents or this Agreement (which must be provided timely)delivery of the Borrower’s annual financial statements, or that NBD may hereafter request, each Party must provide NBD with: (a) Within one day of receipt, copies of written notices of default received from other creditorsan updated Multi-Year Business Plan and duly executed and completed Compliance Certificate; (bii) Within one day of gaining knowledge thereof, any adverse information regarding any Party; (c) Daily, a Borrowing Base Certificate in a form and detail reasonably acceptable to NBD, executed by an authorized agent of the Loan Parties and completed and sent by facsimile with the originals to follow by U.S. Mail. The current form utilized by Borrowers is acceptable so long Monthly – as Borrowers add sections detailing the prior day's loan balance, requested advance or paydown, the resulting loan balance and the excess availability. (d) As soon as available and available, but in any event event, within 20 30 days after following the end of each calendar month, a report listing the accounts receivable aging, accounts payable aging and a perpetual inventory report summarized by commodity code of Borrowers, in a form and detail reasonably acceptable to Bank, executed by an authorized agent of Borrowers and completed as of the end of the most recently ended month;: (eA) Within 20 days after the end of the first eleven months of each year and by January 31 for the month of December, a consolidated balance sheet of Borrower as of at the end of such month and the related consolidated statements of income, retained earnings income and cash flows of the Borrower for such month and for the period from the beginning of the fiscal year then current Fiscal Year to the end of such monthmonth setting forth in each case, certified as correct by one in comparative form the corresponding figures for the corresponding periods of Borrowers' authorized agentsthe previous Fiscal Year, all in reasonable detail, together with a calculation showing the actual cash flows for such month as compared certification by a senior finance officer, subject to the cash flows for absence of footnotes, normal audit and year-end adjustments and the effects of acquisition accounting; (B) until the Drawdown Outside Date (unless extended by the Lenders by written notice to the Borrower), a rolling 13-week update of the Effective Date 13 Week Cash Flow in form and substance acceptable to the Agent together with commentary on any material negative variances; (C) concurrent with the delivery of the monthly financial statements described in paragraph 8.3(b)(ii)(A) above, a duly executed and completed Compliance Certificate signed by a senior finance officer of the Borrower in form and substance satisfactory to the Agent certifying inter alia that no Default or Event of Default has occurred and is continuing as of the date of such month Compliance Certificate; (D) delivery to the Lenders of a copy of the borrowing base certificate delivered to the Senior Agent pursuant to the monthly reporting requirements set forth in the ProjectionsSenior Credit Agreement and as requested by the Senior Agent pursuant to Section 6.06(f) of the Senior Credit Agreement; (fE) Monthly by delivery to the 15th Lenders of each month, an updated list a copy of all patents, patent applications, copyrights, trademarks, or trade names of Borrowersthe Senior Compliance Certificate delivered to the Senior Agent pursuant to the reporting requirements set forth in the Senior Credit Agreement; and (gF) Such other documents, certificates, financial reports delivery to the Lenders of a copy of the statements of account of all Deposit Accounts demonstrating compliance with the requirement set out in Section 8.3(o); and (iii) From time to time a notice of a Default or statements as Bank may reasonably requestEvent of Default.

Additional Reporting. In addition The Company agrees that it will deliver the following information to any reports or information required by the Loan Documents or this Agreement Administrative Agent and each Lender (which must be provided timelywith a copy to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇), or that NBD may hereafter request, each Party must provide NBD with:. (a) Within one day By facsimile or e-mail, no later than 5:00 P.M. (Eastern time) on the second Domestic Business Day of receipteach week, copies of written notices of default received from other creditors;a Weekly Report. (b) Within one day By facsimile or e-mail, no later than 15 Domestic Business Days after the end of gaining knowledge thereofeach fiscal month, consolidated statements of earnings and cash flow for such period and for the Fiscal Year to date and consolidated balance sheets as at the end of such fiscal month, together with a summary management discussion of activities during such fiscal month and in each case compared in reasonable detail to the projections contained in the Operating Plan and the most recent Weekly Report and accompanied by an explanation of any adverse information regarding any Party;significant variances and also setting forth the cumulative amount of Consolidated Capital Expenditures for the period from January 1, 2001 through the end of such fiscal month. (c) Daily, a Borrowing Base Certificate in a form and detail reasonably acceptable to NBD, executed by an authorized agent Promptly after senior management of the Loan Parties Company changes in any significant way, or becomes aware of developments or other circumstances that warrant changing in any significant way (and completed and sent by facsimile with the originals to follow by U.S. Mail. The current form utilized by Borrowers is acceptable so long as Borrowers add sections detailing the prior day's loan balance, requested advance or paydownsuch changes would trigger a disclosure requirement under applicable securities laws), the resulting loan balance Company's business plan, budget or financial projections for Fiscal Year 2001 from the Operating Plan (as most recently supplemented pursuant to this provision), the Company will prepare and deliver to the Administrative Agent and each Lender a supplement to the Operating Plan, describing in reasonable detail such changes and the excess availabilityreasons underlying them and modifying the information in the Operating Plan to reflect such changes. (d) As soon as available Promptly after senior management of the Company becomes aware of any significant developments in the Company's business and affairs (and such developments trigger or will trigger a disclosure requirement under applicable securities laws), the Company will prepare and deliver to the Administrative Agent and each Lender a notice describing such developments in reasonable detail (PROVIDED that, upon being informed of any event within 20 days after such developments by the end of each calendar monthCompany, a report listing the accounts receivable aging, accounts payable aging and a perpetual inventory report summarized by commodity code of BorrowersAdministrative Agent may, in its sole discretion, substitute the requirement for such a form and detail reasonably acceptable to Bank, executed notice by an authorized agent of Borrowers and completed as a lender meeting or conference call of the end of the most recently ended month;type described in Section 5). (e) Within 20 days The Company will prepare and deliver to the Administrative Agent and each Lender a summary of any appraisal of its assets prepared or received by it in connection with the proposed asset-based financings previously described to the Lenders, in each case promptly after the end of the first eleven months of each year and by January 31 for the month of December, Company receives a balance sheet as of the end copy of such month appraisal that is in substantially final form, and statements will maintain copies of income, retained earnings and cash flows from the beginning of the fiscal year to the end of all such month, certified as correct by one of Borrowers' authorized agents, together with a calculation showing the actual cash flows appraisals at its corporate headquarters for such month as compared to the cash flows for such month set forth in the Projections; (f) Monthly inspection by the 15th of each month, an updated list of all patents, patent applications, copyrights, trademarks, or trade names of Borrowers; and (g) Such other documents, certificates, financial reports or statements as Bank may reasonably requestAdministrative Agent and the Lenders during normal business hours.