Common use of Financial Statements and Other Reports Clause in Contracts

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) Quarterly Financial: as soon as available and in any event within 45 days after the end of each Fiscal Quarter, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintain, The Borrower and cause each of its Subsidiaries to maintain, will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. Company GAAP and the Borrower will deliver to the Administrative Agent and (which will deliver copies thereof to the Lenders:) (except to the extent otherwise expressly provided below in subsection 5.01(b)(ii)): (i) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each of the first three Fiscal Quarter, Quarters of each Fiscal Year ending after the Effective Date the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Quarter period, and the related consolidated statements of operations, changes in stockholdersincome and shareholders’ equity and cash flows of Company the Borrower and its consolidated Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer or controller of Company the Borrower that they fairly present, in all material respects, present the financial condition of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicatedfinancial position, subject to changes resulting from audit and normal year-end adjustments;, based on the Borrower’s normal accounting procedures applied on a consistent basis (except as noted therein); Table of Contents (ii) Year-End Financial: as soon as available practicable and in any event within 90 days after the end of each Fiscal Year, Year the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year year and the related consolidated statements of operations, changes in stockholdersincome and shareholders’ equity and cash flows of Company the Borrower and its consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, an Independent Public Accountant which report shall be un-qualifiedunqualified as to (w) the accuracy of all numbers or amounts set forth in such financial statements, shall express no doubts about (x) the ability inclusion or reflection in such financial statements of Company all amounts pertaining to contingencies required to be included or reflected therein in accordance with GAAP, (y) going concern and its Subsidiaries to continue as a going concern, (z) scope of audit and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed noted in such financial statementsreport and approved by such Independent Public Accountant) and that the examination by such accountants Independent Public Accountant in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;; The Borrower will be deemed to have complied with the requirements of Section 5.01(a)(i) hereof if within 45 days after the end of each Fiscal Quarter (other than the final Fiscal Quarter) of each of its Fiscal Years, a copy of the Borrower’s Form 10-Q as filed with the Securities and Exchange Commission with respect to such Fiscal Quarter is furnished to the Administrative Agent, and the Borrower will be deemed to have complied with the requirements of Section 5.01(a)(ii) hereof if within 90 days after the end of each of its Fiscal Years, a copy of the Borrower’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission with respect to such Fiscal Year is furnished to the Administrative Agent. (iiii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company the Borrower and its Subsidiaries consolidated subsidiaries pursuant to subdivisions (ia)(i) and (iia)(ii) above, (ax) an Officer’s Certificate of Company the Borrower stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her such signer’s supervision, a review in reasonable detail of the transactions and condition of Company the Borrower and its Subsidiaries consolidated subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s the Officers’ Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (by) a Compliance an Officer’s Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 76.03 hereof (a “Compliance Certificate”) and, in addition, a written statement of the chief accounting officer, chief financial officer, any vice president or the treasurer or any assistant treasurer of the Borrower describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Officer’s Certificate relating to compliance with Section 6.03 hereof; (ii) promptly upon their becoming available but only to the extent requested by the Administrative Agent, copies of all publicly available financial statements, reports, notices and proxy statements sent by the Borrower to its security holders, of all regular Table of Contents and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower with any securities exchange or with the Securities and Exchange Commission; (iii) promptly upon (and in no event later than three days after) any of the chairman of the board, the chief executive officer, the president, the chief accounting officer, the chief financial officer or the treasurer of the Borrower obtaining actual knowledge (x) of any condition or event which constitutes an Event of Default or Default, or (y) of a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Default, event or condition, and what action, if any, the Borrower has taken, is taking and proposes to take with respect thereto; (iv) with reasonable promptness, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by any Lender.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Each Borrower will deliver to Administrative Agent and Lenders: Agent: (ia) Quarterly Financial: as soon as available and in any event within 45 available, but no later than thirty (30) days after the end last day of each Fiscal Quartermonth, the a company prepared consolidated balance sheets of Company sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Subsidiaries as at Consolidated Subsidiaries’ consolidated operations during the end of such Fiscal Quarter and the related consolidated statements of operationsperiod, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterprepared under GAAP, consistently applied, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year the corresponding month of the previous fiscal year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries projected figures for such Fiscal Yearperiod based upon the projections required hereunder, setting forth all in each case reasonable detail, certified by a Responsible Officer and in comparative a form acceptable to Agent; (b) together with the corresponding figures for financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the previous Fiscal Yearpayroll period(s) occurring during such month; (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with a report thereon of PricewaterhouseCoopers LLP or other an unqualified opinion on the financial statements from an independent certified public accountants accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of recognized national standing selected delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Company and satisfactory Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to Administrative Agent, which report result in damages or costs to any Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more provided that Borrower shall be un-qualifiedrequired to disclose threatened litigation that is received in the form of a “demand letter” only in its quarterly Compliance Certificates (it being understood that the foregoing exception shall not apply with respect to litigation for which any court filings have been made); (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g) budgets, shall express no doubts about sales projections, operating plans and other financial information and information, reports or statements regarding the ability Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of Company and its Subsidiaries each month, deliver to continue as a going concern, and shall state that such consolidated Agent with the monthly financial statements fairly present, described in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years clause (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (iia) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (a10) an days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer’s Certificate , with aged listings of Company stating that the signer has reviewed the terms of this Agreement accounts receivable and has madeaccounts payable (by invoice date). Borrowers shall, or caused every ninety (90) days on a schedule to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered designated by such financial statements and that such review has not disclosed the existence during or at the end of such accounting periodAgent, and that at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the signer does not have knowledge of the existence as at the date of thirty (30) largest Account Debtors during such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;quarter.

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity accordance with GAAP. Company GAAP and to provide the information required to be delivered to Lenders hereunder, and will deliver to Administrative Agent Agent, and, in the case of the deliveries required by paragraphs (a) through (f) and Lenders(l) through (s), sufficient copies for each Lender: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 thirty (30) days after the end of each month (or forty-five (45) days after the end of the last month of Borrower’s Fiscal QuarterYear), the a consolidated balance sheets sheet of Company Borrower and its Consolidated Subsidiaries as at the end of such month and the previous Fiscal Quarter Year end and the related consolidated statements of operations, changes in stockholders’ equity operations and cash flows of Company and its Subsidiaries for such Fiscal Quarter month, and for the period from the beginning portion of the then current Fiscal Year to ended at the end of such Fiscal Quarter, month setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer a Responsible Officer of Company that they Borrower as fairly presentpresenting, in all material respects, the financial condition and results of Company operations of Borrower and its Consolidated Subsidiaries and as at having been prepared in accordance with GAAP applied on a basis consistent with the dates indicated and the results audited financial statements of their operations and their cash flows for the periods indicated, Borrower (subject to changes resulting from audit and normal year-year end adjustmentsadjustments and the absence of footnotes; (iib) Year-End Financial: as soon as available and in any event within 90 ninety (90) days after the end of each Fiscal Year, the a consolidated balance sheets sheet of Company Borrower and its Consolidated Subsidiaries as at of the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, certified by a Responsible Officer of Borrower (solely with a report thereon of PricewaterhouseCoopers respect to such consolidated statements) without material qualification or exception (by Ernst & Young, LLP or other another independent certified public accountant reasonably acceptable to Agent of nationally recognized standing) which qualification or exception would, in either case, be reasonably be expected to have a Material Adverse Effect; (c) together with each delivery of financial statements pursuant to Sections 4.1(a) and 4.1(b), a Compliance Certificate; (d) Reserved; (e) promptly upon receipt thereof, copies of all reports signed by Borrower’s independent public accountants submitted to any Credit Party by independent public accountants in connection with each annual, interim or special audit of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly presentof any Credit Party made by such accountants, in all material respects, including the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination management letter comments submitted by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardstheir annual audit; (iiif) Officer’s and Compliance Certificates: together with each delivery promptly upon their becoming available, copies of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) all financial statements, material reports, material notices and proxy statements sent or made available generally by any Credit Party to its security holders, (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement all regular and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions periodic reports and condition of Company and its Subsidiaries during the accounting period covered by such financial all registration statements and that such review has not disclosed prospectuses filed by any Credit Party with any securities exchange or with the existence during Securities and Exchange Commission or at the end of such accounting periodany successor, and that (iii) all press releases and other material statements made available generally by any Credit Party concerning material developments in the signer does not have business of any Credit Party; (g) promptly upon any officer of any Credit Party obtaining knowledge (i) of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, oror becoming aware that the holder of any Debt of any Credit Party has given any notice to a Credit Party or taken any other action with respect to a claimed default thereunder, if (ii) of any such condition change in any Credit Party’s certified accountant or event existed any resignation, or existsdecision not to stand for re-election, by any member of the audit committee of any Credit Party’s board of directors (or comparable body), (iii) that any Person has given any notice to any Credit Party or taken any other action with respect to a claimed default under the Novartis Agreement or any material contract or agreement in respect of Borrower’s right generally to manufacture, market, sell or distribute pharmaceuticals or (iv) of the institution of any litigation or arbitration involving an alleged liability of any Credit Party equal to or greater than $2,000,000 or any adverse determination in any litigation or arbitration involving a potential liability of any Credit Party equal to or greater than $2,000,000, notice specifying the nature and period of existence thereof of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including any Event of Default or Default), event or condition, and what action Company the applicable Credit Party has taken, is taking and or proposes to take with respect thereto; (h) promptly upon any officer of any Credit Party obtaining knowledge of (i) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, (ii) the failure of any member of the Controlled Group to make a required contribution on a timely basis to any ERISA Plan or to any Multiemployer Pension Plan, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that Borrower or any Subsidiary furnish a bond or other security to the PBGC or such Pension Plan, (iv) the occurrence of reportable event under Section 4043 of ERISA (for which a reporting requirement is not waived) with respect to any Pension Plan, (v) the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), (vi) any material increase in the contingent liability of Borrower or any Subsidiary with respect to any post-retirement welfare plan benefit, or (vii) the receipt by Borrower or any Subsidiary of any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent, if any of the above would reasonably be expected to have a Material Adverse Effect, notice specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposed to take with respect thereto; (i) promptly upon any officer of any Credit Party obtaining knowledge of any complaint, order, citation, notice or other written communication from any Person delivered to any Credit Party with respect to, or if any officer of any Credit Party becomes aware of (x) the existence or alleged existence of a violation of any material Environmental Law or the incurrence of any liability, obligation, loss, damage, cost, expense, fine, penalty or sanction or the requirement to commence any remedial action resulting from or in connection with any air emission, water discharge, noise emission, Hazardous Material or any other environmental, health or safety matter at, upon, under or within any of the properties now or previously owned, leased or operated by any Credit Party, or due to the operations or activities of any Credit Party or any other Person on or in connection with any such property or any part thereof or (y) any release on any of such properties of Hazardous Materials in a quantity that is reportable under any applicable Environmental Law, if any of the above would reasonably be expected to have a Material Adverse Effect, notice specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; (j) [Reserved]; (k) copies of any material reports or notices received from any Federal, state or local government agency or body (including, without limitation, all reports and notices with respect to the suspension or revocation of any governmental approval necessary to manufacture, market or distribute a product in connection with the generation of Accounts); or, upon Agent’s reasonable request, copies of any material tax returns or reports or any other material reports or notices filed by any Credit Party with any Federal, state or local governmental agency or body; (l) within thirty (30) days subsequent to the conclusion of each Fiscal Year, Borrower’s annual operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, each such Fiscal Year presented on a monthly basis, all of which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to Lenders; (bm) as soon as available and in any event no later than noon (Chicago Time) on a Compliance day each month as designated from time to time by Agent, and from time to time upon the request of Agent, a Borrowing Base Certificate demonstrating as of the last day of the month most recently ended (or, in reasonable detail compliance during and at the case of Borrowing Base Certificates requested more frequently than monthly, as of the last day of the week most recently ended (or, in the case of Borrowing Base Certificates requested more frequently than weekly, as of the second preceding Business Day)); (n) as soon as available after the end of each month (but in any event within ten (10) Business Days after the applicable accounting periods end thereof), and from time to time upon the request of Agent, schedules of sales made, credits issued and cash received for and during such month (or, in the case of such schedules requested more frequently than monthly, as of the second preceding Business Day); (o) as soon as available after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or more frequently as Agent may reasonably request, (i) agings of Accounts, and (ii) such reconciliation reports from time to time reasonably requested by Agent with respect to the restrictions contained Borrowing Base Certificate most recently delivered to Agent, the financial statements of Borrower delivered to Agent, Borrower’s general ledger and/or the reports required pursuant to this paragraph, each in Section 7form and substance, and with such supporting detail and documentation, as may be reasonably requested by Agent; (p) upon Agent’s reasonable request after the occurrence and during the continuance of an Event of Default, copies of customer statements and credit memos, remittance advices and reports and copies of deposit slips and bank statements; (q) within two (2) Business Days after any request therefor, such additional information in such detail concerning the amount, composition and manner of calculation of the Borrowing Base as Agent or any Lender may reasonably request; and (r) with reasonable promptness, such other information and data with respect to any Credit Party as from time to time may be reasonably requested by Agent or any Lender.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company covenants that it will deliver to Administrative Agent and Lenders: Purchaser so long as Purchaser's Percentage Interest exceeds 10%: (i) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each Fiscal Quarterquarterly period (other than the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and Retained Companies for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterquarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures for from the corresponding periods of the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and certified examined and reported on by independent public accountants of recognized national standing selected by the chief Company, which report shall state that such consolidated financial officer of Company that they statements present fairly present, in all material respects, the financial condition position of Company and its Subsidiaries the Retained Companies as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated their financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;B-3

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP; provided that monthly financial statements shall not be required to have footnote disclosure. Company Borrower will deliver to Administrative Agent and Lenders: (i) Monthly Financials: as soon as available, and in any event within 30 days after the end of each month ending after the Closing Date, (a) (1) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such month, (2) the related consolidated (and consolidating by business segment) statements of income of Borrower and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, and (3) the related consolidated (and consolidating by business segment) cash flows of Borrower and its Subsidiaries for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail and certified by the chief financial officer or chief executive officer of Borrower that they fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (b) upon reasonable request of Administrative Agent, a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, and (c) a Borrowing Base Certificate; (ii) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each Fiscal Quarter (other than each fourth Fiscal Quarter, ) (1) the consolidated balance sheets of Company Borrower and its Subsidiaries as at the end of such Fiscal Quarter and Quarter, (2) the related consolidated (and consolidating by business segment) statements of operations, changes in stockholders’ equity and cash flows income of Company Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, and (3) the related consolidated (and consolidating by business segment) cash flows of Borrower and its Subsidiaries for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, containing a management discussion and analysis of financial results; provided that delivery within the time period specified above of copies of the Borrower's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause to provide consolidated financial statements and a narrative report; (iiiii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets sheet of Company Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Borrower that they fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year, with (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP a nationally recognized "big 5" accounting firm or other independent certified public accountants of recognized national standing selected by Company Borrower and satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Company Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, and (d) an updated Schedule 5.8 to this Agreement setting forth all of the data required to be set forth in Schedule 5.8 annexed hereto with respect to any Material Contracts entered into during such Fiscal Year; provided that the delivery within the time period specified above of the Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause to provide consolidated financial statements and a narrative report, and (c) in the case of such consolidated financial statements, a report thereon of a "Big 5" firm of independent certified public accountants of recognized national standing selected by Borrower, which report shall be unqualified, shall express no doubts about the ability of Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries Deliver to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lendersthe Lender: (ia) Quarterly Financial: as As soon as available and in any event within 45 thirty (30) days after the end of each Fiscal Quartercalendar month of the Company, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, income and changes in stockholders’ , equity and cash flows of the Company and (and, if applicable, its Subsidiaries Subsidiaries, on a consolidated basis) for such Fiscal Quarter the immediately preceding month and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quartercalendar month, and the related balance sheet as of the end of the immediately preceding month, all in reasonable detail and certified as to the fairness of presentation by the chief financial officer of the Company, subject, however, to year-end audit adjustments. (b) As soon as available and in any event within ninety (90) days after the close of each fiscal year of the Company, statements of income, changes in stockholders' equity and cash flow of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) for such year, and the related balance sheet as of the end of such year (setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearpreceding fiscal year), all in reasonable detail and certified accompanied by an opinion in form and substance satisfactory to the chief financial officer of Company that they fairly presentLender and prepared by an accounting firm reasonably satisfactory to the Lender, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and satisfactory acceptable to Administrative Agentthe Lender, which report shall be un-qualified, shall express no doubts about as to said financial statements and a certificate signed by the ability chief financial officer of the Company and its Subsidiaries to continue as a going concern, and shall state stating that such consolidated said financial statements fairly present, in all material respects, present the consolidated financial position of Company condition and its Subsidiaries as at the dates indicated and the results of their operations of the Company (and, if applicable, its Subsidiaries) as of the end of, and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in for, such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;year. (iiic) Officer’s and Compliance Certificates: together Together with each delivery of the consolidated financial statements required in this Section 6.2, an Officer's Certificate substantially in the form of Exhibit I-SF hereto: (1) setting forth in reasonable detail all calculations necessary to show that the Company is in compliance with the requirements of Sections 7.6, 7.7, 7.9 and its Subsidiaries pursuant 7.10 hereof as of the end of such month or year (or, if the Company is not in compliance, showing the extent of non-compliance and specifying the period of non-compliance and what actions the Company has taken, is taking or proposes to subdivisions take with respect thereto); (i2) certifying that the Company was, as of the end of the period, in compliance and in good standing with applicable HUD, GNMA, or Investor net worth requirements; and (ii3) above, (a) an Officer’s Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition conditions of the Company and (and, if applicable, its Subsidiaries Subsidiaries) during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at of the date of such the Officer’s 's Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, or if any such condition Default or event Event of Default existed or exists, specifying the nature and period of the existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; . (d) As soon as available and in any event within thirty (b30) days after the end of each calendar month, a Compliance Certificate demonstrating in reasonable detail compliance during and at consolidated report (the "Servicing Portfolio Report") as of the end of the applicable accounting periods calendar month detailing, as to all Mortgage Loans the servicing rights to which are owned by the Company (specified by investor type, recourse and non-recourse) regardless of whether such Mortgage Loans are Pledged Mortgages and which report shall indicate Mortgage Loans which (A) are current and in good standing, (B) are more than 30, 60 or 90 days past due, respectively, (C) are, for Mortgage Loans serviced with recourse, more than three hundred sixty (360) days past due, (D) are the subject of pending bankruptcy or foreclosure proceedings, or (E) have been converted (through foreclosure or other proceedings in lieu thereof) by the Company into real estate owned by the Company. (e) As soon as available and in any event within thirty (30) days after the end of each calendar month, a commitment summary and pipeline report substantially in the form of Exhibit L (the "Commitment Summary Report") dated as of the end of such month. (f) Reports in respect of the Pledged Mortgages and Pledged Securities, in such detail and at such times as the Lender in its discretion may reasonably request at any time or from time to time. (g) Copies of all regular or periodic financial and other reports, if any, which the Company shall file with the restrictions contained in Section 7;Securities and Exchange Commission or any governmental agency successor thereto, copies of any audits completed by GNMA, FNMA or FHLMC and copies of the Mortgage Bankers' Financial Reporting Forms (FHLMC Form 1055/FNMA Form 1002) which the Company is required to have filed, as the Lender may reasonably request.

Financial Statements and Other Reports. Company The Borrower will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company The Borrower will deliver or cause to be delivered to the Administrative Agent and Lendersfor delivery to the Banks: (ia) Quarterly Financial: as soon as available and in any event within 45 60 days after the end of each Fiscal Quarterof the first three fiscal quarters of each fiscal year of the Borrower, commencing with the consolidated first such fiscal quarter ending after the Completion Date, a balance sheets sheet of Company and its Subsidiaries the Borrower as at the end of such Fiscal Quarter quarter and the related consolidated statements of operationsincome, changes in stockholders’ partners' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal quarter, all in accordance with GAAP, setting forth in each case in comparative form the corresponding figures for the corresponding periods quarters of the previous Fiscal Yearfiscal year, if available, all in reasonable detail and certified by the chief Chief Financial Officer of the Borrower that such financial officer of Company that they statements fairly present, in all material respects, present the financial condition of Company and its Subsidiaries the Borrower as at the dates indicated and the results of their its operations and their its cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsadjustment; (iib) Year-End Financial: as soon as available and in any event within 90 120 days after the end of each Fiscal Yearfiscal year of the Borrower, a balance sheet of the consolidated balance sheets of Company and its Subsidiaries Borrower as at the end of such Fiscal Year year and the related consolidated statements of operationsincome, changes in stockholders’ partners' equity and cash flows of Company and its Subsidiaries the Borrower for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearyear, with if available, and all in reasonable detail and accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentstanding, which report shall be un-qualified, in form and substance reasonably satisfactory to the Required Banks and shall express no doubts about the ability of Company be unqualified and its Subsidiaries to continue as a going concern, unlimited in scope and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries the Borrower as at the dates indicated and the results of their its operations and their its cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (ia) and (iib) above, (ai) an Officer’s 's Certificate of Company stating that the signer has reviewed the terms of this Agreement and the Notes and has made, or caused to be made under his/her his supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries the Borrower during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such the Officer’s 's Certificate, of any condition or event that which constitutes an Event of a Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (bii) a Compliance Certificate compliance certificate in the form of Schedule E hereto demonstrating in reasonable detail compliance during and at the end of the applicable such accounting periods with the applicable restrictions contained in Sections 5.16, 5.18, 5.19, 5.20 and 5.23; (d) together with each delivery of the financial statements pursuant to subdivision (b) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the Notes as they relate to accounting matters and (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default that would not be disclosed in the course of their audit examination; (e) promptly upon any Authorized Officer of the Borrower obtaining actual knowledge (i) of any condition or event which constitutes a Default or becoming aware that any Bank or Agent has given any notice with respect to a claimed Default, (ii) that any Person has given any notice to the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 76.01(b), or (iii) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower or either Theme Park, an Officer's Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto; (f) promptly upon any Authorized Officer of the Borrower obtaining actual knowledge of (i) the institution of, or threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any property of the Borrower not previously disclosed by the Borrower to the Banks, or (ii) any material development in any such action, suit, proceeding, governmental investigation or arbitration, which, in either case could reasonably be expected to have a Material Adverse Effect, the Borrower shall promptly give notice thereof to the Administrative Agent and the Banks; (g) promptly upon any Authorized Officer of the Borrower obtaining actual knowledge of the occurrence of any (i) Termination Event, or (ii) "prohibited transaction," as such term is defined in Section 4975 of the Internal Revenue Code, in connection with any Pension Plan or any trust created thereunder, a notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect thereto; (h) with reasonable promptness, copies of (i) all notices received by the Borrower or any of the Borrower's ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; and (ii) all notices received by the Borrower or any of the Borrower's ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA; (i) on or after the date on which all costs and expenses incurred in order for Completion to occur shall have been paid in full, or provision for such payment satisfactory to the Required Banks shall have been made, an Officer's Certificate to such effect, which Officer's Certificate shall set forth a calculation of such costs and expenses, the aggregate amount of Funded Equity required for the payment thereof (after taking into account amounts paid or to be paid with the proceeds of the Term Loans) and the amount, if any, available for payment of Restricted Payments pursuant to Section 5.18(a)(i); and (j) with reasonable promptness, such other information and data with respect to the Borrower or either Theme Park as from time to time may be reasonably requested by the Administrative Agent upon the instruction of any Bank. The Borrower will not change its fiscal year from a period of four fiscal quarters (based on a 52/53 week year) ending on the last Saturday of each June or the first Saturday of July; provided that the Borrower may change its fiscal year with the prior written approval of the Administrative Agent if the Administrative Agent is satisfied that such change will have no substantive effect on the requirements of Section 5.19 or any other provision of this Agreement.

Financial Statements and Other Reports. Company will maintain, The Borrower -------------------------------------- and cause each of its Subsidiaries to maintain, will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. Company GAAP and the Borrower will deliver to the Administrative Agent and (which will deliver copies thereof to the Lenders:) (except to the extent otherwise expressly provided below in subsection 5.01(b)(ii)): (i) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each of the first three Fiscal Quarter, Quarters of each Fiscal Year ending after the Effective Date the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Quarter period, and the related consolidated statements of operations, changes in stockholders’ income and shareholders' equity and cash flows of Company the Borrower and its consolidated Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer or controller of Company the Borrower that they fairly present, in all material respects, present the financial condition of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicatedfinancial position, subject to changes resulting from audit and normal year-end adjustments, based on the Borrower's normal accounting procedures applied on a consistent basis (except as noted therein); (ii) Year-End Financial: as soon as available practicable and in any event within 90 days after the end of each Fiscal Year, Year the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year year and the related consolidated statements of operations, changes in stockholders’ income and shareholders' equity and cash flows of Company the Borrower and its consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, an Independent Public Accountant which report shall be un-qualifiedunqualified as to (w) the accuracy of all numbers or amounts set forth in such financial statements, shall express no doubts about (x) the ability inclusion or reflection in such financial statements of Company all amounts pertaining to contingencies required to be included or reflected therein in accordance with GAAP, (y) going concern and its Subsidiaries to continue as a going concern, (z) scope of audit and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed noted in such financial statementsreport and approved by such Independent Public Accountant) and that the examination by such accountants Independent Public Accountant in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;; The Borrower will be deemed to have complied with the requirements of Section 5.01(a)(i) hereof if within 45 days after the end of each Fiscal Quarter (other than the final Fiscal Quarter) of each of its Fiscal Years, a copy of the Borrower's Form 10-Q as filed with the Securities and Exchange Commission with respect to such Fiscal Quarter is furnished to the Administrative Agent, and the Borrower will be deemed to have complied with the requirements of Section 5.01(a)(ii) hereof if within 90 days after the end of each of its Fiscal Years, a copy of the Borrower's Annual Report on Form 10-K as filed with the Securities and Exchange Commission with respect to such Fiscal Year is furnished to the Administrative Agent. (iiii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company the Borrower and its Subsidiaries consolidated subsidiaries pursuant to subdivisions (ia)(i) and (iia)(ii) above, (ax) an Officer’s 's Certificate of Company the Borrower stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her such signer's supervision, a review in reasonable detail of the transactions and condition of Company the Borrower and its Subsidiaries consolidated subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s the Officers' Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (by) a Compliance an Officer's Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 76.03 hereof (a "Compliance Certificate") and, in addition, a written statement of the chief accounting officer, chief financial officer, any vice president or the treasurer or any assistant treasurer of the Borrower describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Officer's Certificate relating to compliance with Section 6.03 hereof; (ii) promptly upon their becoming available but only to the extent requested by the Administrative Agent, copies of all publicly available financial statements, reports, notices and proxy statements sent by the Borrower to its security holders, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower with any securities exchange or with the Securities and Exchange Commission; (iii) promptly upon (and in no event later than three days after) any of the chairman of the board, the chief executive officer, the president, the chief accounting officer, the chief financial officer or the treasurer of the Borrower obtaining actual knowledge (x) of any condition or event which constitutes an Event of Default or Default, or (y) of a Material Adverse Effect, an Officer's Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Default, event or condition, and what action, if any, the Borrower has taken, is taking and proposes to take with respect thereto; (iv) with reasonable promptness, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by any Lender.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and for distribution to Lenders: (i) Quarterly FinancialMonthly Financials: as soon as available and in any event within 45 ------------------ 30 days after the end of each Fiscal Quartermonth ending after the Closing Date, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows operations of Company and its Subsidiaries for such Fiscal Quarter month and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quartermonth, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail and certified by the chief financial officer, chief accounting officer or controller of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; provided that such -------- consolidated statements of operations shall be prepared in a manner consistent with the Company's internal procedures as they exist on the Closing Date and current practice in all material respects and that such consolidated statements of operations shall provide the required information separately for each product group (as such groups are determined by 115 Company from time to time; provided that to the extent any such product -------- group is changed in any material respect, Company shall promptly provide an explanation therefor to Administrative Agent); provided further that the -------- ------- requirement set forth in this clause (i) of this subsection 6.1 shall cease and no longer be of any force or effect on the date of delivery of the Margin Determination Certificate pursuant to clause (iv) of this subsection 6.1 which shows that the Consolidated Leverage Ratio is less than 4.5:1.00; (ii) Year-End FinancialQuarterly Financials: as soon as available and in any event -------------------- within 45 days after the end of each Fiscal Quarter, (a) the consolidated balance sheets of Holdings and its Subsidiaries and of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, stockholders' equity and cash flows of Holdings and its Subsidiaries and of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of Holdings or Company, as the case may be, that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries and Company and its Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided that if Company delivers an Quarterly Report on Form 10-Q -------- for such Fiscal Quarter as filed with the Securities and Exchange Commission to Administrative Agent within 60 days after the end of such Fiscal Quarter, such Form 10-Q shall satisfy all requirements of clause (b) of this subsection 6.1(ii); (iii) Year-End Financials: as soon as available and in any event ------------------- within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets sheet of Holdings and its Subsidiaries and of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ ' equity and cash flows of Holdings and its Subsidiaries and of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the 116 Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer, chief accounting officer or controller of Holdings or Company, as the case may be, that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries or Company and its Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year; provided that if Company delivers an Annual Report on Form 10-K for such -------- Fiscal Quarter as filed with the Securities and Exchange Commission to Administrative Agent within 105 days after the end of such Fiscal Quarter, with such Form 10-K shall satisfy all requirements of clause (b) of this subsection 6.1(iii); and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Holdings and its Subsidiaries and Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Holdings and its Subsidiaries and Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiiiv) Officer’s 's, Margin Determination and Compliance Certificates: ----------------------------------------------------------- together with each delivery of the consolidated financial statements of Holdings and its Subsidiaries and of Company and its Subsidiaries pursuant to subdivisions (iii) and (iiiii) above, (a) an Officer’s 's Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence 117 thereof and what action Company has taken, is taking and proposes to take with respect thereto; (b) a Margin Determination Certificate demonstrating in reasonable detail the Consolidated Leverage Ratios for the four consecutive Fiscal Quarters ending on the day of the accounting period covered by such financial statements; and (bc) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) Quarterly FinancialFinancials: (a) no later than the date on which such financial statements are filed with the SEC, the consolidated balance sheet of Company, its Subsidiaries and its Unrestricted Subsidiaries as soon as at the end of the first three Fiscal Quarters of each Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of Company, its Subsidiaries and its Unrestricted Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, and (b) promptly when available and but in any event within 45 no later than 60 days after the end of the first three Fiscal Quarters of each Fiscal QuarterYear, the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such each Fiscal Quarter and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case (under both clauses (a) and (b) above) in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified (in the case of both clauses (a) and (b) above) by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company, its Subsidiaries and its Unrestricted Subsidiaries or Company and its Subsidiaries Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End FinancialFinancials: (a) no later than the date on which such financial statements are filed with the SEC, the consolidated balance sheet of Company, its Subsidiaries and its Unrestricted Subsidiaries as soon as at the end of each Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of Company, its Subsidiaries and its Unrestricted Subsidiaries for such Fiscal Year, (b) promptly when available and but in any event within 90 no later than 120 days after the end of each Fiscal Year, the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case (under both clauses (a) and (b) above) in comparative form the corresponding figures for the previous Fiscal Year, with all in reasonable detail and certified (in the case of both clauses (a) and (b) above) by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at 102 the end of such Fiscal Year and the results of their operations and their cash flows for such Fiscal Year, and (c) in the case of both clauses (a) and (b) above) a report thereon of PricewaterhouseCoopers LLP or other a firm of independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative AgentCompany, which report shall be un-qualifiedunqualified as to the scope of audit or as to the going concern status of Company, shall express no doubts about the ability of its Subsidiaries and its Unrestricted Subsidiaries or Company and its Subsidiaries to continue Subsidiaries, as the case may be (in either case taken as a going concernwhole), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position condition of Company, its Subsidiaries and its Unrestricted Subsidiaries or Company and its Subsidiaries Subsidiaries, as the case may be, as at the dates indicated end of such Fiscal Year and the results of their operations and their cash flows for the periods indicated such Fiscal Year in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintain, and Seller shall deliver or cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices be delivered to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and LendersBuyer: (i) Quarterly Financial: as As soon as available and in any event within 45 not later than 30 days after the end of each Fiscal Quartercalendar month, statements of income and changes in stockholders’ equity of Seller and, if applicable, Seller’s Subsidiaries, on a consolidated basis for the consolidated immediately preceding month, and related balance sheets of Company and its Subsidiaries sheet as at the end of such Fiscal Quarter the immediately preceding month, and after the end of each fiscal quarter, statements of cash flow of Seller and, if applicable, Seller’s Subsidiaries, on a consolidated basis for the immediately preceding quarter, all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis, and certified as to the fairness of presentation by the chief financial officer or other Authorized Officer, subject, however, to normal year-end audit adjustments and the related consolidated absence of footnotes or schedules; (ii) As soon as available and in any event not later than 90 days after Seller’s fiscal year end, statements of operationsincome, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and Seller, and, if applicable, Seller’s Subsidiaries, on a consolidated basis for the period from preceding fiscal year, the beginning of the then current Fiscal Year to related balance sheet as at the end of such Fiscal Quarter, year (setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearpreceding fiscal year), all in reasonable detail and certified by the chief financial officer of Company that they fairly presentdetail, prepared in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for accordance with GAAP applied on a consistent basis throughout the periods indicatedinvolved, subject and accompanied by an opinion in form and substance satisfactory to changes resulting from audit Buyer and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Yearprepared by an accounting firm reasonably satisfactory to Buyer, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company Seller and satisfactory reasonably acceptable to Administrative AgentBuyer, which report shall be un-qualified, shall express no doubts about as to said financial statements and a certificate signed by the ability of Company and its Subsidiaries to continue as a going concern, and shall state chief financial officer or other Authorized Officer stating that such consolidated said financial statements fairly presentpresent the financial condition, in all material respectsresults and cash flows of operations of Seller (and, the if applicable, Seller’s Subsidiaries on a consolidated financial position of Company and its Subsidiaries basis) as at the dates indicated end of, and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in for, such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsyear; (iii) Officer’s and Compliance Certificates: together Together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) aboverequired in this Paragraph, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during executed by the chief financial officer or other Authorized Officer; (iv) Photocopies of all regular or periodic financial and at the end other reports, if any, which Seller or any Subsidiary of the applicable accounting periods Seller shall file with the restrictions contained SEC or any other Governmental Authority (other than tax and limited liability company filings), not later than five (5) days after filing, (v) An executive summary of each audit completed by any Agency of Seller or any of its Subsidiaries by no later than fifteen (15) days after Seller receives such audit, and (except to the extent that Seller is prohibited by applicable Law or regulation from providing it) a photocopy of any such audit that is requested by Seller by no later than fifteen (15) days after receiving Buyer’s request for such photocopy; (vi) Not less frequently than once every week (and more often if requested by Buyer), a report in Section 7form and substance reasonably satisfactory to Buyer summarizing the Hedging Arrangements, if any, then in effect with respect to all Mortgage Loans then owned by Buyer and interim serviced by Seller (or a Successor Servicer); (vii) On each Business Day, a data tape for Purchased Mortgage Loans including the information described on Exhibit I and such other information reasonably requested by Buyer from time to time; and (viii) From time to time, with reasonable promptness, such further information regarding the Mortgage Assets, or the business, operations, properties or financial condition of Seller as Buyer may reasonably request.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Borrower will deliver to Administrative Agent and Lenders: (ia) Quarterly Financial: during Stage 1, as soon as available and in any event within 45 thirty (30) days after the end of each Fiscal Quartermonth ending after the Closing Date, the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; 59 66 (b) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail detail, together with (1) a Financial Officer Certification, (2) a Narrative Report with respect thereto and certified by (3) a revised Schedule 4.1 (if necessary) reflecting all changes in the chief financial officer of Company that they fairly present, in all material respects, the financial condition organizational structure and capital structure of Company and its Subsidiaries as at since the dates indicated and delivery of the results of their operations and their cash flows last quarterly financial information, which revised Schedule 4.1 will be deemed to amend the then-existing Schedule 4.1 for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsall purposes under this Agreement; (iic) Year-End Financial: as soon as available and in any event within 90 ninety (90) days after the end of each Fiscal Year, (i) the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; (ii) a report thereon of PricewaterhouseCoopers LLP Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or other independent certified public accountants of recognized national standing selected by Company and in form and substance satisfactory to Administrative Agent, which report shall be un-qualifiedtogether with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of the Credit Documents, shall express no doubts about (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the ability nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof and (iii) a revised Schedule 4.1 (if necessary) reflecting all changes in the organizational structure and capital structure of Company and its Subsidiaries since the delivery of the last quarterly financial information, which revised Schedule 4.1 will be deemed to continue as a going concern, and shall state that such consolidated amend the then-existing Schedule 4.1 for all purposes under this Agreement; (d) together with each delivery of financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementspursuant to Sections 5.1(b) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards5.1(c), a duly executed and completed Compliance Certificate; (iiie) Officer’s if, as a result of any change in accounting principles and Compliance Certificates: together with each delivery policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Company and its Subsidiaries delivered pursuant to Section 5.1(a), 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then together with the first delivery of such financial statements after such change one or more a statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent; (f) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by Company to its security holders acting in such capacity or by any Subsidiary of Company to its security holders other than Company or another Subsidiary of Company, (ii) aboveall regular and periodic reports (but not including, unless requested by Administrative Agent, routine reports regularly filed with the FCC and state commissions with jurisdiction over telecommunications matters) and all registration statements (aother than on Form S-8 or a similar form) an Officer’s Certificate and prospectuses, if any, filed by Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, and (iii) all press releases and other statements made available generally by Company or any of its Subsidiaries to the public concerning material developments in the business of Company stating that the signer has reviewed the terms or any of this Agreement and has made, its Subsidiaries; (g) promptly upon any officer of Borrower or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have obtaining knowledge of the existence as at the date of such Officer’s Certificate, (i) of any condition or event that constitutes a Default or an Event of Default or Potential Event that notice has been given to Borrower or Company with respect thereto; (ii) that any Person has given any notice to Company or any of Default, or, if its Subsidiaries or taken any such other action with respect to any event or condition set forth in Section 8.1(b); (iii) of any condition or event existed of a type required to be disclosed in a current report on Form 8-K of the Securities and Exchange Commission; or exists(iv) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of an Authorized Officer specifying the nature and period of existence thereof of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action Company has taken, is taking and proposes to take with respect thereto; (h) promptly upon any officer of Borrower or Company obtaining knowledge of (i) the institution of, or non-frivolous threat of, any Adverse Proceeding not previously disclosed in writing by Borrower or Company to Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either (i) or (ii) if adversely determined, could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to Borrower or Company to enable Lenders and their counsel to evaluate such matters; (i) promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Company, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (bii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Company, any of its Subsidiaries or any of their respective ERISA Affiliates with 61 68 the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by Company, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request; (j) as soon as practicable and in any event no later than 10 days prior to the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year and the next three succeeding Fiscal Years (a "FINANCIAL PLAN") in substantially the same level of detail as that set forth in the business plan and forecast included in the Confidential Information Memorandum dated March 1999 relating to the transactions contemplated hereby, including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Company and its Subsidiaries for each such Fiscal Year, together with pro forma Compliance Certificate demonstrating Certificates for each such Fiscal Year and an explanation of the assumptions on which such forecasts are based, (ii) during Stage 1, forecasted consolidated statements of income and cash flows of Company and its Subsidiaries for each month of the first such Fiscal Year included in a Financial Plan, together with an explanation of the assumptions on which such forecasts are based, and (iii) during Stage 1, forecasted Pre-Overhead EBITDA on a Geographic Market-by-Geographic Market basis; (k) as soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such report by Company and its Subsidiaries and all material insurance coverage planned to be maintained by Company and its Subsidiaries in the immediately succeeding Fiscal Year; (l) with reasonable detail promptness, written notice of any change in the Board of Directors of Company; (m) promptly, and in any event within ten (10) Business Days after any Material Contract of Company or any of its Subsidiaries is terminated prior to its scheduled term or amended in a manner that is materially adverse to Company or such Subsidiary, as the case may be, or any new Material Contract is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no such prohibition on delivery shall be effective if it were bargained for by Company or its applicable Subsidiary with the intent of avoiding compliance during with this Section 5.1(m)), and at an explanation of any actions being taken with respect thereto; (n) as soon as available and in any event within forty five (45) days after the end of each month ending after the applicable accounting periods Closing Date, a report, in reasonable detail, calculating Initial Availability and Incremental Availability, in each case, if any, for the preceding month; and (o) with the restrictions contained in Section 7;reasonable promptness, such other information and data with respect to Company or any of its Subsidiaries as from time to time may be reasonably requested by any Lender.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each Fiscal Quarter and within 90 days after the end of the fourth Fiscal Quarter, (a) the consolidated and consolidating (by operating division) balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated and consolidating (by operating division) statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer or treasurer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries (on both a consolidated and operating division basis) as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (ii) Year-End Financials: as soon as available and in any event ------------------- within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer or treasurer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (iib) Year-End Financial: as soon as available and in any event within 90 days after a narrative report describing the end of each Fiscal Year, the consolidated balance sheets operations of Company and its Subsidiaries as at in the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries form prepared for presentation to senior management for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with and (c) a report thereon of PricewaterhouseCoopers LLP Ernst & Young or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver Deliver to Administrative Agent and Lenders: (ia) Quarterly Financial: as soon as available and available, but in any event within 90 days after the end of each Fiscal Year, a copy of the audited consolidated balance sheet of Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year and the related audited consolidated statements of income and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by independent certified public accountants of nationally recognized standing; (b) as soon as available, but in any event within 90 days after the end of each Fiscal Year, a copy of the unaudited consolidated balance sheet of Borrower and its consolidated Restricted Subsidiaries as at the end of such Fiscal Year and the related unaudited consolidated statements of income and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year; and (c) as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal QuarterQuarters of each Fiscal Year, the (i) unaudited consolidated balance sheets sheet of Company Borrower and its consolidated Subsidiaries and (ii) unaudited consolidated balance sheet of Borrower and its consolidated Restricted Subsidiaries, each as at the end of such Fiscal Quarter and the related unaudited consolidated statements of operations, changes in stockholders’ equity income and of cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning portion of the then current Fiscal Year to through the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue an Authorized Officer as a going concern, and shall state that such consolidated financial statements being fairly present, stated in all material respects, the consolidated respects (subject to normal year-end audit adjustments). All such financial position of Company statements shall be complete and its Subsidiaries as at the dates indicated correct in all material respects when delivered and the results of their operations shall be prepared in reasonable detail and their cash flows for the periods indicated in conformity accordance with GAAP applied on a basis consistent consistently throughout the periods reflected therein and with prior years periods (except for any such application which is not consistent, as otherwise disclosed in such financial statements) and that the examination approved by such accountants in connection with such consolidated or officer, as the case may be, and disclosed therein and except to the extent financial statements has been made referred to in clause (b) or (c)(ii) which exclude Unrestricted Subsidiaries are not in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, GAAP solely as a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end result of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;exclusion).

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with past sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver to Administrative Agent the Trustee and Lendersthe Holders: (ia) Quarterly Financial: as soon as available practicable, and in any event within 45 30 days after the end of each Fiscal Quarterof the first two calendar months of each quarter (except 50 days in the case of January and 40 days in the case of February) in each year, the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Quarter period and the related consolidated (and, as to statements of operationsincome only, changes in stockholders’ equity and consolidating) statements of income, cash flows and partners' equity of the Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quartermonth, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, present the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available adjustment; and in any event within 90 10 days after the end of each Fiscal Yearcalendar month in each year, a "flash report" (substantially in the form presently prepared by the Company) setting forth the number of barrels sold, revenues and gross margins for such month; (b) as soon as practicable, and in any event within 45 days after the end of each of the first three quarters in each year, consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Year period and the related consolidated (and, as to statements of operationsincome only, changes in stockholders’ equity and consolidating) statements of income, cash flows and partners' equity of the Company and its Subsidiaries for such Fiscal Yearmonth and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year, with a report thereon all in reasonable detail and certified by the chief financial officer of PricewaterhouseCoopers LLP or other independent certified public accountants the Company that they fairly present the financial condition of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) indicated, subject to changes resulting from audit and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsnormal year-end adjustment; (iiic) Officer’s as soon as practicable, and Compliance Certificates: in any event within 90 days after the end of each year, consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such year and the related consolidated (and, as to statements of income only, consolidating) statements of income, cash flows and partners' equity of the Company and its Subsidiaries for such year with a report thereon by the independent public accountants of the Company, setting forth in each case in comparative form the consolidated figures for the previous fiscal year, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations for the periods indicated; (d) As soon as practicable, and in any event within 30 days after the end of January and February of each year, preliminary consolidated and consolidating balance sheets of the Company as at the end of such period and the related preliminary consolidated and consolidating statements of income of the Company and its subsidiaries for such month, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year; (e) together with each delivery of the consolidated financial statements of the Company and its Subsidiaries pursuant to subdivisions subsections (ia), (b) and (iic) above, (ai) an Officer’s Officers' Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement Indenture and has the Securities and have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at the date of such Officer’s the Officers' Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; and (bii) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the each applicable accounting periods period with the restrictions contained in Section 7415, and specifying the aggregate amount of interest paid (in cash and in kind) or accrued by the Company and its Subsidiaries, the sources of deposits into, and uses of withdrawals from, the aggregate amount of depreciation and amortization charged on the books of the Company and its Subsidiaries, and, if applicable to such accounting period, the detailed calculation of CDSA and the distribution of payments thereof to the priorities identified in Section 307(d) or to the CDSA Account, for such accounting period and, if applicable to such accounting period, detailed calculation of the amount of Excess Cash to be distributed and the distribution of payments thereof to the priorities identified in Section 307(e) for such accounting period; provided that a Compliance Certificate need not be delivered with delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above; (f) promptly upon receipt thereof, copies of all reports submitted to the Company or its Subsidiaries by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company and its Subsidiaries made by such accountants, including, without limitation, the management letter submitted by such accountants in connection with their annual audit; (g) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements, if any, sent or made available generally by the Company to its security holders or by any Subsidiary of the Company to its security holders other than the Company or another Subsidiary, of all regular and periodic reports (including, Forms 10-Q, 10-K and 8-K), all registration statements and prospectuses, if any, and all other information and documents filed by the Company or any of its Subsidiaries with any securities exchange or with the Commission or any governmental authority succeeding to any of its functions, and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries; (h) promptly upon any officer of the Company obtaining knowledge (i) of any condition or event which constitutes an Event of Default or Potential Event of Default, (ii) that any Person has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 501(d), (iii) of a material adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, or event or condition, and what action the Company or such Subsidiary, as the case may be, has taken, is taking and proposes to take with respect thereto, or (iv) that any holder of a Lien permitted by Section 410(g) has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to such Lien that could result in the foreclosure or enforcement of such Lien against the assets of the Company or any Subsidiary; (i) promptly upon any officer of the Company obtaining knowledge of (i) the institution of, or threat of, any action, suit, proceeding, governmental investigation or arbitration against or materially and adversely affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries, which constitutes a claim with a reasonable likelihood of success and which has not previously been disclosed by the Company to the Holders, or (ii) any material development in any such action, suit, proceeding, governmental investigation or arbitration, which if adversely determined, might materially and adversely affect the business, operations, properties, assets or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, the Company shall promptly given notice thereof to the Holders and provide such other information as may be reasonably available to the Company to enable the Holders and their counsel to evaluate such matters; (j) promptly upon becoming aware of the occurrence of any (i) Termination Event, or (ii) "prohibited transaction," as such terms are defined in Section 4975 of the Internal Revenue Code, in connection with any Pension Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Company has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect thereto; (k) with reasonable promptness copies of (i) all notices received by the Company or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (ii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Company or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (iii) all notices received by the Company or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA; (l) as soon as practicable, and in any event within 10 days after the end of each month, a report setting forth a list of letters of credit outstanding, the issue date, the expiration date, the beneficiary and the use of each letter of credit outstanding as of such date; (m) on or before November 1 of each year draft, and on or before November 30 of each year final, projections for the Company for the next year containing balance sheets, income statements and cash flow statements for the year and for each month of the year; (n) at least 30 days prior to the end of each quarter, a projected statement of weekly cash flows for the next quarter; and (o) with reasonable promptness, such other information and data with respect to the Company or its Subsidiaries as from time to time may be reasonably requested by the Trustee or the Holders.

Financial Statements and Other Reports. Company will maintainDeliver to the Administrative Agent, in form and cause each of its Subsidiaries detail reasonably acceptable to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to the Administrative Agent and LendersAgent: (ia) Quarterly Financial: as soon as available and available, but in any event within 45 105 days after the end of each Fiscal QuarterYear of Holdings, the consolidated a Consolidated balance sheets sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Quarter Year, and the related consolidated Consolidated statements of income or operations, changes in stockholdersshareholders’ equity (if available) and cash flows for such Fiscal Year setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Company Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012) a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the period from the beginning portion of the then current Holdings’ Fiscal Year to the end of such Fiscal Quarterthen ended, setting forth in each case in comparative form the corresponding figures for the corresponding periods Fiscal Quarter of the previous Fiscal YearYear and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(d), all in reasonable detail and detail, certified by the chief financial officer a Responsible Officer on behalf of Company that they Holdings as fairly present, presenting in all material respects, respects the financial condition condition, results of Company operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicatedin accordance with GAAP, subject only to changes resulting from audit and normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (iic) Year-End Financial: during any Monthly Financial Statement Delivery Period, as soon as available and available, but in any event within 90 40 days after the end of each of the Fiscal YearMonths of each Fiscal Year of Holdings (commencing with the first full Fiscal Month ended after the Closing Date) (and except with respect to (i) the last Fiscal Month of each Fiscal Quarter of Holdings, with respect to which the consolidated applicable period for delivery shall be 50 days rather than 40 days, and (ii) the last Fiscal Month of each Fiscal Year of Holdings, with respect to which the applicable period for delivery shall be 105 days rather than 40 days, and (iii) the first Fiscal Month of each Fiscal Year of Holdings, with respect to which the applicable period for delivery shall be 70 days rather than 40 days), a Consolidated balance sheets sheet of Company Holdings and its Subsidiaries as at of the end of such Fiscal Year Month, and the related consolidated Consolidated statements of operations, changes in stockholders’ equity income or operations and cash flows of Company and its Subsidiaries for such Fiscal YearMonth and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form for the corresponding figures for month of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, and to the figures as set forth in the projections delivered pursuant to Section 6.01(d), all in reasonable detail and duly certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity, and cash flows of Holdings and its Subsidiaries in accordance with a report thereon GAAP, subject only to normal year-end and quarterly adjustments and the absence of PricewaterhouseCoopers LLP or other independent certified public accountants footnotes. Upon the commencement of recognized national standing selected by Company and satisfactory any Monthly Financial Statement Delivery Period, the Borrower shall deliver to the Administrative Agent, within five (5) days following the first day of such Monthly Financial Statement Delivery Period, the foregoing financial statements for the most recently ended Fiscal Month for which report shall be un-qualifiedfinancial statements would have been due prior to such date had the last day of such Fiscal Month occurred during a Monthly Financial Statement Delivery Period. (d) as soon as available, shall express but in any event no doubts about later than 60 days after the ability end of Company each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries to continue as on a going concernConsolidated basis for the immediately following Fiscal Year, prepared by management of the Loan Parties for its internal use consistent with the annual budget and shall state that such consolidated related financial statements fairly present, in all material respects, delivered by the consolidated financial position of Company and its Subsidiaries as at Borrower under the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except Existing Credit Agreement or as otherwise disclosed in such financial statementsreasonably acceptable to the Administrative Agent; and (e) and that simultaneously with the examination by such accountants in connection with such consolidated delivery of each set of financial statements has been made referred to in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) Section 6.01(a), Section 6.01(b) and Section 6.01(c) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and (ii) Section 6.01(a) and Section 6.01(b) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in management narrative report providing reasonable detail on the financial results of Holdings for the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements compared to the corresponding prior year period and that the key factors (as determined in good faith by the Borrower) causing such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;changes.

Financial Statements and Other Reports. Company The Borrower will maintain, and cause each of its Subsidiaries subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAPGAAP in effect from time to time. Company The Borrower will deliver to Administrative Agent and Lenders:the Lenders (except to the extent otherwise expressly provided below in Section 5.01(b)): (a) (i) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each Fiscal Quarter, fiscal quarter ending after the Effective Date in the Borrower’s fiscal year the consolidated balance sheets sheet of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the end of such Fiscal Quarter period, and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of Company the Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth consolidated subsidiaries in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer or controller of Company the Borrower that they fairly present, in all material respects, present the financial condition of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicatedflows, subject to changes resulting from audit and normal year-year end adjustments, based on their respective normal accounting procedures applied on a consistent basis (except as noted therein); (ii) Year-End Financial: as soon as available practicable and in any event within 90 days after the end of each Fiscal Year, fiscal year the consolidated balance sheets sheet of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the end of such Fiscal Year year and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of Company the Borrower and its Subsidiaries consolidated subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, the Borrower which report shall be un-qualified, shall express no doubts about the ability unqualified as to going concern and scope of Company and its Subsidiaries to continue as a going concern, audit and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicated in conformity with GAAP generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise disclosed noted in such financial statementsreport) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company the Borrower and its Subsidiaries consolidated subsidiaries pursuant to subdivisions (ia)(i) and (iia)(ii) above, (aA) an Officer’s Certificate of Company the Borrower stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her such signer’s supervision, a review in reasonable detail of the transactions and condition of Company the Borrower and its Subsidiaries consolidated subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s the Officers’ Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (bB) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP during and at the end of the applicable such accounting periods periods) with the restrictions contained in Section 76.03 and, in addition, a written statement of the chief accounting officer, chief financial officer, any vice president or the treasurer or any assistant treasurer of the Borrower describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to the Borrower’s compliance with Section 6.03 hereof; (ii) promptly upon their becoming available but only to the extent requested by a Lender, copies of all publicly available financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Subsidiary of the Borrower to its security holders other than the Borrower or another Subsidiary, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Borrower or any Subsidiary to the public concerning material developments in the business of the Borrower and its Subsidiaries; (iii) promptly upon the chairman of the board, the chief executive officer, the president, the chief accounting officer, the chief financial officer, the treasurer or the general counsel of the Borrower obtaining knowledge (A) of any condition or event which constitutes an Event of Default or Potential Event of Default, (B) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.02, or (C) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole (other than any change which has been publicly disclosed), an Officer’s Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (iv) with reasonable promptness, such other information and data with respect to the Borrower or any of its subsidiaries as from time to time may be reasonably requested by any Lender. Information required to be delivered pursuant to Sections 5.01(a) and 5.01(b)(ii) above shall be deemed to have been delivered on the date on which the Borrower provides notice to the Lenders that such information has been posted on the Borrower’s website on the Internet at the website address listed on the signature pages hereof, at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/edaux/searches.htm or at another website identified in such notice and accessible by the Lenders without charge; provided that (i) such notice may be included in a certificate delivered pursuant to Section 5.01(b) and (ii) the Borrower shall deliver paper copies of the information referred to in Sections 5.01(a) and 5.01(b)(ii) to any Lender which requests such delivery. The information required to be delivered pursuant to Section 5.01(b) may be delivered electronically to the Administrative Agent.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will The Borrower shall deliver to Administrative the Agent and (which shall promptly provide copies to each Lender), for the benefit of the Lenders: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end earlier of each Fiscal Quarter, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (iii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal YearYear or (ii) two Business Days after the date the Borrower files its Form 10-K with the SEC, the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at of the end of such Fiscal Year year and the related consolidated statements of operationsearnings, changes in stockholders’ stockholder’s equity and cash flows of Company and its Subsidiaries flow for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a all in reasonable detail and accompanied by an unqualified report thereon of PricewaterhouseCoopers Deloitte & Touche LLP or other independent certified public accountants of recognized national standing selected by Company the Borrower and reasonably satisfactory to Administrative Agentthe Required Lenders, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company the Borrower and its consolidated Subsidiaries as at of the dates date indicated and the its results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;. (iiib) Officeras soon as practicable and in any event within 45 days after the end of each Fiscal Quarter (other than the last Fiscal Quarter of any Fiscal Year) a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the end of such quarter and the related statements of earnings, stockholder’s equity and Compliance Certificates: cash flow for such quarter and the portion of the Fiscal Year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding periods of the prior Fiscal Year, all in reasonable detail and certified by the Borrower’s chief financial officer or controller as fairly presenting the financial condition of the Borrower and its consolidated Subsidiaries as of the dates indicated and its results of operations and cash flows for the periods indicated, subject to normal year-end adjustments. (c) together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (iSections 5.1(a) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision5.1(b), a review in reasonable detail certificate of the transactions and condition of Company and its Subsidiaries during chief financial officer or the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge treasurer of the existence Borrower, substantially in the form of Exhibit 5.1(c) (a “Compliance Certificate”), duly executed and completed, setting forth the calculations required to establish compliance with Section 6.3, as at of the date of such Officer’s Certificate, financial statements. The financial statements required by Sections 5.1(a) and 5.1(b) and the Compliance Certificate required by this Section 5.1(c) shall be delivered in printed form. (d) within five Business Days after the Borrower becomes aware of the occurrence of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying a certificate of a Senior Officer of the nature and period of existence Borrower setting forth the details thereof and what the action Company has taken, that the Borrower is taking and or proposes to take with respect thereto. (e) promptly upon their becoming available, copies of all material reports, notices and proxy statements sent or made available by the Borrower to its security holders, and all material registration statements (other than the exhibits thereto) and annual, quarterly or monthly reports, if any, filed by the Borrower with the SEC. (f) within five Business Days after the Borrower becomes aware of the occurrence of an ERISA Event, a statement of a Senior Officer of the Borrower setting forth the details thereof and the action that the Borrower is taking or proposes to take with respect thereto, together with a copy of the notice, if any, of such event given or required to be given to the PBGC; within five days of the date the Borrower or any member of the Controlled Group becomes obliged to make or accrue a contribution to a Multiemployer Plan, a statement of a Senior Officer of the Borrower setting forth the details thereof and the action that the Borrower is taking or proposes to take with respect thereto. (g) within five Business Days after the Borrower obtains knowledge thereof, notice of all litigation or proceedings commenced or threatened affecting the Borrower or any Subsidiary (i) that could reasonably be expected to have a Material Adverse Effect or (ii) that questions the validity or enforceability of any Loan Document. (h) promptly notify the Agent of any move of its principal executive office from the State of Washington. (i) from time to time such additional information regarding the Borrower and its Subsidiaries or the business, assets, liabilities, prospects, results of operation or financial condition of any such Person as the Agent, on behalf of any Lender Party, may reasonably request. Documents required to be delivered pursuant to Section 5.1(a) or (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.5; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (y) the Borrower shall notify the Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 5.1(c) to the Agent. Except for such Compliance Certificates, the Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Agent and/or BAS will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end certain of the applicable accounting periods Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the restrictions contained Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, BAS and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 79.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Agent and BAS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not marked as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Financial Statements and Other Reports. Company will maintainThe Borrower shall deliver, and or cause each to be delivered, to the Lender (it being understood that if the Borrower shall provide any of the information required to be delivered by this Section 5.01 to the Lender or any of its Subsidiaries Affiliates, the applicable requirement of this Section 5.01 shall be deemed to maintain, a system of accounting established and administered in accordance be satisfied): (a) together with sound business practices to permit preparation each delivery of financial statements in conformity with GAAP. Company will deliver pursuant to Administrative Agent and Lenders: (iSection 5.01(b) Quarterly Financial: as soon as available and in any event within 45 days after below, a certificate signed by the end of each Fiscal Quarter, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning Chief Financial Officer of the then current Fiscal Year to Borrower certifying that the end of such Fiscal Quarter, setting forth Borrower is in each case in comparative form compliance with all the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentscovenants under this Agreement; (iib) Year-End Financial: as soon as available and in any event upon the request of the Lender, within 90 120 days after the end of each Fiscal Year, the consolidated balance sheets sheet of Company and its Subsidiaries the Borrower as at of the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ equity and cash flows flow of Company and its Subsidiaries the Borrower for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company all in reasonable detail and reasonably satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsLender; (iiic) Officer’s and Compliance Certificates: together with each delivery upon the request of the consolidated financial statements Lender, within 45 days after the end of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) aboveeach calendar quarter, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail unaudited balance sheet of the transactions Borrower as of the end of such period and condition the related unaudited statement of Company income, stockholders’ equity and its Subsidiaries during cash flow of the accounting Borrower for such period covered by such financial statements and that such review has not disclosed the existence during or portion of the Fiscal Year ended at the end of such accounting period, and that setting forth in each case in comparative form the signer does not have knowledge corresponding figures for the corresponding periods of the existence prior Fiscal Year, all in reasonable detail and certified by the Borrower’s Chief Financial Officer as at fairly presenting the date financial condition of such Officer’s Certificatethe Borrower as of the dates indicated, and its results of operations and cash flow for the periods indicated, in conformity with IFRS, subject to normal year-end adjustments and the absence of footnotes; (d) within seven Business Days after any Senior Officer of the Borrower becomes aware of the occurrence of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying a certificate of a Senior Officer of the nature and period of existence Borrower setting forth the details thereof and what the action Company has taken, that the Borrower is taking and or proposes to take with respect thereto; and ; (be) a Compliance Certificate demonstrating in reasonable detail compliance during and at within seven Business Days after the end Borrower obtains knowledge of the applicable accounting periods with threat or commencement of litigation or proceedings affecting the restrictions contained Borrower, or of any material development in Section 7;any pending or threatened litigation or proceedings, which litigation or proceedings, if adversely determined, would reasonably be expected to have a Material Adverse Effect or which question the validity or enforceability of any Loan Document, notice providing reasonable details about the threat or commencement of such litigation or proceedings or about such material development; and (f) from time to time such additional information regarding the Borrower or its business, assets, liabilities, results of operations or condition (financial or otherwise) as the Lender may reasonably request, including, without limitation, any information that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record concerning the Borrower.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries Deliver to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lendersthe Lender: (ia) Quarterly Financial: as As soon as available and in any event within 45 thirty (30) days after the end of each Fiscal Quartercalendar month, statements of income, changes in stockholders' equity, and cash flows of the Company and, if applicable, Company's Subsidiaries, on a consolidated and consolidating basis for the immediately preceding month, and related balance sheet as at the end of the immediately preceding month, all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis, and certified as to the fairness of presentation by the president and chief financial officer of the Company, subject, however, to year-end audit adjustments. (b) As soon as available and in any event within ninety (90) days after the close of each fiscal year: statements of income, changes in stockholders' equity and cash flows of the Company, and, if applicable, Company's Subsidiaries, on a consolidated and consolidating basis for such year, the consolidated related balance sheets of Company and its Subsidiaries sheet as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, year (setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearpreceding fiscal year), all in reasonable detail and certified by the chief financial officer of Company that they fairly presentdetail, prepared in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for accordance with GAAP applied on a consistent basis throughout the periods indicatedinvolved, subject and accompanied by an opinion in form and substance satisfactory to changes resulting from audit the Lender and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after prepared by an accounting firm reasonably satisfactory to the end of each Fiscal YearLender, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and satisfactory acceptable to Administrative Agentthe Lender, which report shall be un-qualified, shall express no doubts about as to said financial statements and a certificate signed by the ability president and chief financial officer of the Company and its Subsidiaries to continue as a going concern, and shall state stating that such consolidated said financial statements fairly presentpresent the financial condition and results of operations of the Company and, in all material respectsif applicable, the consolidated financial position of Company and its Company's Subsidiaries as at the dates indicated end of, and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in for, such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;year. (iiic) Officer’s and Compliance Certificates: together Together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) aboverequired in this Section 6.2, (a) an Officer’s Certificate 's Certificate. (d) Reports in respect of the Pledged Mortgages and Pledged Securities, in such detail and at such times as the Lender in its discretion may request at any time or from time to time to be delivered with the monthly financial statements required in Section 6.2(a). (e) Copies of all regular or periodic financial and other reports, if any, which the Company stating that shall file with the signer has reviewed the terms Securities and Exchange Commission or any governmental agency successor thereto and copies of this Agreement and has madeany audits completed by GNMA, FHLMC, or caused to be made under his/her supervision, a review in reasonable detail FNMA. Copies of the transactions and Mortgage Bankers' Financial Reporting Forms (FNMA Form 1002) which the Company shall have filed with FNMA. (f) From time to time, with reasonable promptness, such further information regarding the business, operations, properties or financial condition of the Company and its Subsidiaries during as the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;Lender may reasonably request.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries Borrower shall furnish to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and LendersLender: (ia) Quarterly Financial: as soon as available available, and in any event within 45 no later than 25 days after the end last day of each Fiscal Quartercalendar month, a copy of the balance sheet of Borrower as of the last day of such month and the statements of income, retained earnings, cash flows and written management description (in reasonable detail) on Borrower for the month and for the fiscal year to date period then ended, each in reasonable detail, prepared by Borrower in accordance with GAAP (subject to the absence of footnote disclosures and normal year end adjustments) and certified to by its chief financial officer or another officer of Borrower acceptable to Lender (collectively, the consolidated “Monthly Financial Statements”); (b) as soon as available, and in any event no later than 90 days after the last day of each fiscal year of Borrower, a copy of the audited balance sheets sheet of Company and its Subsidiaries Borrower as at of the end last day of such Fiscal Quarter the fiscal year then ended and the related consolidated statements audited statement of operationsincome, changes in stockholders’ equity statement of retained earnings, and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the fiscal year then current Fiscal Year to the end of such Fiscal Quarterended, setting forth in each case and accompanying notes thereto, showing in comparative form the corresponding figures for the corresponding periods previous fiscal year, accompanied in the case of the previous Fiscal Yearfinancial statements by an unqualified opinion of an independent public accountant firm of recognized standing, all selected by Borrower and reasonably satisfactory to Lender, to the effect that such financial statements have been prepared in reasonable detail accordance with GAAP and certified by the chief financial officer of Company that they present fairly present, in all material respects, respects in accordance with GAAP the financial condition of Company and its Subsidiaries Borrower as at of the dates indicated close of such fiscal year and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit fiscal year then ended and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end that an examination of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants accounts in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiic) Officer’s and Compliance Certificates: together with each delivery of within the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions period provided in subsection (i) and (iib) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail written statement of the transactions and condition accountants who certified the audit report thereby required that in the course of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not their audit they have obtained no knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if such accountants have obtained knowledge of any such condition Default or event existed or existsEvent of Default, specifying they shall disclose in such statement the nature and period of the existence thereof and what action Company has takenall reports rendered by such accountants to Borrower’s management, is taking and proposes such accountants shall be available for discussions with officers of Lender; (d) promptly after receipt thereof, a copy of each audit made by any regulatory agency of the books and records of Borrower or of notice of any material noncompliance with any applicable law, regulation or guideline relating to take with respect thereto; Borrower, or its business; (e) as soon as available, and (b) in any event no later than 30 days prior to the end of each fiscal year of Borrower, a Compliance Certificate demonstrating copy of Borrower’s operating and financial budgets for the following fiscal year, such operating and financial budgets to show Borrower’s projected balance sheet and statements of income, retained earnings and cash flows, each on a monthly basis, such business plan to be in reasonable detail compliance prepared by Borrower and in form reasonably satisfactory to Lender (which shall include, without limitation, a summary of all material assumptions made in preparing such business plan); and (f) as soon as available, and in any event no later than 25 days after the last day of each calendar month, a written certificate (“Compliance Certificate”) signed by the chief financial officer of Borrower or another officer of Borrower acceptable to Lender to the effect that (i) to the best of such officer’s knowledge and belief no Default or Event of Default has occurred during such period or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and at specifying the end action, if any, taken by Borrower to remedy the same; (ii) a review of the applicable accounting periods activities of Borrower during the preceding fiscal quarter has been made under the supervision of the signing Officers with a view to determining whether Borrower has kept, observed, performed and fulfilled its obligations under this Agreement, (iii) to the restrictions best of his or her knowledge Borrower has kept, observed, performed and fulfilled each and every covenant contained in Section 7;this Agreement and is not in default in the performance or observance of any of the terms, provisions and conditions of this Agreement.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver to Administrative the Collateral Agent and Lendersthe Holders: (ia) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each Fiscal QuarterQuarter of each Fiscal Year (other than the last Fiscal Quarter of each Fiscal Year), the unaudited consolidated balance sheets sheet of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries as at the end of such Fiscal Quarter fiscal period and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of the Company and its Subsidiaries for such Fiscal Quarter fiscal period and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal period, reviewed by Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by the Company, setting forth in each case in comparative form (x) with respect to such statements of income, the corresponding figures for the corresponding periods for the previous Fiscal Year, and (y) with respect to such balance sheets, the corresponding figures as of the end of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of the Company (or, following the Conversion Date, the Parent) that they fairly present, in all material respects, the financial condition of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated; provided, that the delivery by the Company of quarterly reports on Form 10-Q of the Company or the Parent, as applicable, and its consolidated Subsidiaries (which shall include all material information contained in the Officer's Certificate delivered in connection therewith pursuant to clause (c)) shall satisfy the requirements of this Section 5.1(a); (b) Year-End Financials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheet of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries for such Fiscal Year, all in reasonable detail and certified by the chief financial officer of the Company (or, following the Conversion Date, the Parent) that they fairly present, in all material respects, the financial condition of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (iib) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end case of such Fiscal Year and the related consolidated statements of operationsfinancial statements, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentthe Company, which report shall be un-qualifiedunqualified, shall express no doubts about assumptions or qualifications concerning the ability of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each ; provided, that the delivery by the Company of annual reports on Form 10-K of the consolidated financial statements of Company or Parent, as applicable, and its consolidated Subsidiaries (which shall include all material information contained in the Officer's Certificate delivered in connection therewith pursuant to subdivisions clause (ic)) and (ii) above, (a) an Officer’s Certificate of Company stating that shall satisfy the signer has reviewed the terms requirements of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 75.1(b);

Financial Statements and Other Reports. Company The Borrower will maintaindeliver, and or will cause each of its Subsidiaries to maintainbe delivered, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to the Administrative Agent and LendersAgent: (ia) Quarterly Financial: as soon as available Financial Statements for the Borrower and in any event within 45 its Subsidiaries. Within forty-five days after the end of each Fiscal Quarter of each Fiscal Year (excluding the fourth Fiscal Quarter), the consolidated balance sheets sheet of Company the Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements statement of operationsincome, changes in stockholders’ equity and cash flows of Company the Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, consistent in all material respectsrespects with the manner of presentation as of the Closing Date, together with a Financial Officer Certification with respect thereto; (b) Audited Annual Financial Statements for the financial condition of Company Borrower and its Subsidiaries as at Subsidiaries. Upon the dates indicated and earlier of the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 date that is ninety days after the end of each Fiscal YearYear or the date such information is filed with the SEC, (i) the consolidated balance sheets sheet of Company the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements statement of operationsincome, changes in stockholders’ equity and cash flows of Company the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and consistent in all material respects with the manner of presentation as of the Closing Date, together with a Financial Officer Certification with respect thereto; and (ii) with a report thereon of PricewaterhouseCoopers Cherry Bekaert LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentthe Borrower, which report shall be un-qualified, shall express no doubts about the ability unqualified as to going concern and scope of Company and its Subsidiaries to continue as a going concernaudit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; ; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries furnish to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lendersthe Purchasers: (ia) Quarterly Financial: as soon as available and in any event within 45 days after the end of each Fiscal Quarteravailable, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and but in any event within 90 days after the end of each Fiscal Year, fiscal year of the consolidated balance sheets Company a copy of the audited Consolidated and unaudited Consolidating financial statements of the Company and its Subsidiaries as at the end of such Fiscal Year year and the related consolidated audited statements of operationsincome, changes in stockholders’ equity accumulated earnings, and cash flows of Company and its Subsidiaries for such Fiscal Yearyear, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearyear, with a report thereon certified as being fairly stated in all material respects by one of PricewaterhouseCoopers LLP or other independent the "Big Five" certified public accountants of accounting firms or by another nationally recognized national standing selected by Company and certified public accountant reasonably satisfactory to Administrative Agent, which report the Purchasers; such financial statements shall be un-qualifiedcomplete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP throughout the periods reflected therein and with prior periods; (b) as soon as available, shall express no doubts about but in any event not later than 30 days after the ability end of each month, the unaudited Consolidated and Consolidating financial statements of the Company as at the end of such month and its Subsidiaries to continue as a going concernthe related unaudited statements of income, accumulated earnings and cash flows of the Company for the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, and shall state that such consolidated financial statements certified by a Responsible Officer as being fairly present, stated in all material respects, the consolidated . Such financial position of Company statements shall be complete and its Subsidiaries as at the dates indicated correct in all material respects and the results of their operations shall be prepared in reasonable detail and their cash flows for in accordance with GAAP throughout the periods indicated in conformity with GAAP applied on a basis consistent reflected therein and with prior years periods (except as otherwise approved by such officer and disclosed in therein), provided however that such financial statements) statements will not be required to include footnotes and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardswill be subject to year-end adjustments; (iiic) Officer’s not later than January 31 of each year, financial projections on a month by month basis for the then current calendar year in form reasonably acceptable to the Purchasers; (d) such information as required by the terms and Compliance Certificates: conditions of any Senior Security Documents; (e) together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (a) above, a written statement by the independent public accountants giving the report thereon (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer their audit examination has reviewed included a review of the terms of this Agreement and as it relates to accounting matters, (ii) stating whether, in connection with their audit examination, any Default has made, or caused come to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting periodtheir attention, and that the signer does not have knowledge of the existence as at the date of if such Officer’s Certificate, of any a condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or existshas come to their attention, specifying the nature and period of existence thereof and what action thereof, provided that the failure to deliver the certificate described in this clause (ii) as to Defaults shall not be a default if the Company has takenused its best commercially reasonable efforts to obtain such a certification, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in the certificates delivered therewith pursuant to Section 8.08 is taking not correct and proposes that the matters set forth in the compliance certificate delivered therewith pursuant to take clause (a) of Section 8.08 for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement; (f) promptly upon receipt thereof, copies of all reports submitted to the Company and any of its Subsidiaries by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company or any of its Subsidiaries made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (g) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Company or its Subsidiaries to all holders of any class of securities, (ii) all regular and periodic reports and all registration statements and prospectuses filed by the Company or any of its Subsidiaries with any securities exchange or with the Commission or any governmental authority succeeding to any of its functions, and (iii) all press releases and other statements made available generally by the Company or any of its Subsidiaries to the public concerning material developments in the business of the Company or any of its Subsidiaries; (h) within 30 days after the conclusion of each Fiscal Year, the Company's and each of its Subsidiaries' annual operating and Capital Expenditure budgets and cash flow forecast for the following Fiscal Year presented on a monthly basis, which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Purchasers; (i) promptly after the Company's receipt of the same, a copy of each bona fide offer to purchase or sell any securities of the Company or any securities of any of the Company's Subsidiaries for an aggregate consideration greater than $100,000 or, in the case of securities of the Company, for a consideration per share less than the Exercise Price then in effect or less than the Fair Market Value of the Company per share of outstanding Common Stock on a Fully Diluted Basis (as the foregoing terms are defined in the Warrants), or the material assets of the Company or the material assets of any of the Company's Subsidiaries (which has assets having a fair market value of $100,000 or more, or which has annual gross income of $250,000 or more) with respect theretoto which the Company's management gives serious consideration; and (j) promptly, and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at form to be reasonably satisfactory to the end of Purchasers, such other information as the applicable accounting periods with the restrictions contained in Section 7;Purchasers may reasonably request from time to time.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lendersto Syndication Agent: (i) Quarterly FinancialMONTHLY FINANCIALS: as soon as available and in any event within 45 days after the end of each Fiscal Quartermonth ending after the Restatement Effective Date, the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter month and the related consolidated statements of operations, changes in stockholders’ equity earnings and cash flows of Company and its Subsidiaries for such Fiscal Quarter month and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quartermonth, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) QUARTERLY FINANCIALS: within 45 days after the end of each Fiscal Quarter, (a) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of earnings and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-End Financialend adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in a form reasonably satisfactory to Administrative Agent; PROVIDED, that such financial statements for the fourth Fiscal Quarter of each Fiscal Year may be marked "Draft" and the narrative report described in clause (b) of this paragraph (ii) need not be delivered with respect to such fourth Fiscal Quarter financial statements. (iii) YEAR-END FINANCIALS: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsearnings, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, with all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Company and its Subsidiaries in a form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP KPMG or other independent certified public accountants of recognized national standing selected by Company and reasonably satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified as to scope of audit, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with past sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver to Administrative Agent the Trustee and Lendersthe Holders: (ia) Quarterly Financial: as soon as available practicable, and in any event within 45 30 days after the end of each Fiscal Quarterof the first two calendar months of each quarter (except 50 days in the case of January and 40 days in the case of February) in each year, the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Quarter period and the related consolidated (and, as to statements of operationsincome only, changes in stockholders’ equity and consolidating) statements of income, cash flows and partners' equity of the Company and its Subsidiaries for such Fiscal Quarter month and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quartermonth, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, present the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-year- end adjustmentsadjustment; (iib) Year-End Financial: as soon as available practicable, and in any event within 90 45 days after the end of each Fiscal Yearof the first three quarters in each year, the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Year period and the related consolidated (and, as to statements of operationsincome only, changes in stockholders’ equity and consolidating) statements of income, cash flows and partners' equity of the Company and its Subsidiaries for such Fiscal Yearmonth and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year, with a report thereon all in reasonable detail and certified by the chief financial officer of PricewaterhouseCoopers LLP or other independent certified public accountants the Company that they fairly present the financial condition of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;the

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity accordance with GAAP. Company GAAP and to provide the information required to be delivered to Administrative Agent and the Lenders hereunder, and will deliver to Administrative Agent Agent, and, in the case of the deliveries required by paragraphs (a) through (f) and Lenders(m) through (t), each Lender: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 forty-five (45) days (fifty (50) days if Borrower shall obtain an extension of time for the filing of its Quarterly Report on Form 10-Q for an applicable fiscal quarter pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended) after the end of each calendar quarter (including the last quarter of Borrower’s Fiscal QuarterYear), the a consolidated and consolidating balance sheets sheet of Company Borrower and its Consolidated Subsidiaries as at the end of such Fiscal Quarter quarter and the related consolidated and consolidating statements of operations, changes in stockholders’ equity operations and cash flows of Company and its Subsidiaries for such Fiscal Quarter quarter, and for the period from the beginning portion of the then current Fiscal Year to ended at the end of such Fiscal Quarter, quarter setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal YearYear and the figures for such quarter and for such portion of the Fiscal Year ended at the end of such quarter set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(m), all in reasonable detail and certified by the chief financial officer of Company that they a Responsible Officer as fairly present, in all material respects, presenting the financial condition and results of Company operations of Borrower and its Consolidated Subsidiaries and as at having been prepared in accordance with GAAP applied on a basis consistent with the dates indicated and the results audited financial statements of their operations and their cash flows for the periods indicatedBorrower, subject to changes resulting from audit and normal year-end adjustmentsadjustments and the absence of footnote disclosures; (iib) Year-End Financial: as soon as available and in any event within 90 ninety (90) days (ninety-five (95) days if Borrower shall obtain an extension of time for the filing of its Annual Report on Form 10-K for an applicable fiscal year pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended) after the end of each Fiscal Year, the a consolidated and consolidating balance sheets sheet of Company Borrower and its Consolidated Subsidiaries as at of the end of such Fiscal Year and the related consolidated and consolidating statements of operations, changes in stockholders’ equity (or the comparable item, if Borrower is not a corporation) and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the figures for such Fiscal Year set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(m), certified (solely with a report thereon of PricewaterhouseCoopers respect to such consolidated statements) without qualification by G▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP or such other independent certified registered public accountants of nationally recognized national standing selected by Company and satisfactory acceptable to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (iSections 4.1(a) and 4.1(b), a Compliance Certificate; (iid) with each delivery of financial statements pursuant to 4.1(b) above, (a) an Officer’s Certificate of Company a written statement by the independent registered public accountants giving the report thereon stating that the signer their audit examination has reviewed included a review of the terms of this Agreement as it relates to accounting matters; (e) promptly upon receipt thereof, copies of all reports submitted to any Credit Party by independent registered public accountants in connection with each annual, interim or special audit of the financial statements of any Credit Party made by such accountants, including the comment letter submitted by such accountants to management in connection with any audit; (f) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and has madeproxy statements sent or made available generally by any Credit Party to its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by any Credit Party with any securities exchange or caused to be with the Securities and Exchange Commission or any successor, (iii) all press releases and other statements made under his/her supervisionavailable generally by any Credit Party concerning material developments in the business of any Credit Party and (iv) all Swap Contracts entered into by any Credit Party; (g) promptly upon such information becoming available, a review in reasonable detail summary of all purchase price and other monetary adjustments that are made pursuant to any of the transactions and condition Acquisition Documents; (h) promptly upon any officer of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have any Credit Party obtaining knowledge (i) of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, oror becoming aware that the holder of any Debt of any Credit Party in excess of $100,000 has given any notice or taken any other action with respect to a claimed default thereunder, if (ii) of any such condition change in any Credit Party’s independent registered public accountant or event existed any resignation, or existsdecision not to stand for re-election, by any member of any Credit Party’s board of directors (or comparable body), (iii) that any Person has given any notice to any Credit Party or taken any other action with respect to a claimed default under any material agreement or instrument (other than the Financing Documents) to which any Credit Party is a party or by which any of its assets is bound, (iv) of the institution of any Litigation with regard to the Acquisition, or seeking equitable relief, or involving an alleged liability of any Credit Party equal to or greater than $150,000, or any adverse determination in any Litigation involving the Acquisition, or equitable relief, or a potential liability of any Credit Party equal to or greater than $150,000, or (v) any loss, damage or destruction of any Collateral having a fair market value in excess of $100,000, whether or not covered by insurance, a certificate of a Responsible Officer specifying the nature and period of existence thereof of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including any Event of Default or Default), event or condition, and what action Company the applicable Credit Party has taken, is taking and or proposes to take with respect thereto; ; (i) promptly upon any officer of any Credit Party obtaining knowledge of (i) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, (ii) the failure of any member of the Controlled Group to make a required contribution on a timely basis to any ERISA Plan or to any Multiemployer Plan, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that Borrower or any Subsidiary furnish a bond or other security to the PBGC or such Pension Plan, (iv) the occurrence of a reportable event under Section 4043 of ERISA (for which a reporting requirement is not waived) with respect to any Pension Plan, (v) the occurrence of any event with respect to any ERISA Plan, Pension Plan or Multiemployer Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Plan), (vi) any material increase in the liability or contingent liability of Borrower or any Subsidiary with respect to any post-retirement welfare plan benefit or (vii) the receipt by any Credit Party of any notice that any Multiemployer Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposed to take with respect thereto; (bj) promptly upon any officer of any Credit Party obtaining knowledge of any complaint, order, citation, notice or other written communication from any Person delivered to any Credit Party with respect to, or if any officer of any Credit Party becomes aware of (i) the existence or alleged existence of a Compliance Certificate demonstrating violation of any applicable Environmental Law, (ii) any release of any Hazardous Materials into the environment, (iii) the commencement of any cleanup of any Hazardous Materials, (iv) any pending legislative or threatened proceeding for the termination, suspension or non-renewal of any Permit required under any applicable Environmental Law, or (v) any property of any Credit Party that is or will be subject to a Lien imposed pursuant to any Environmental Law, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; (k) promptly upon any officer of any Credit Party obtaining knowledge that any Credit Party has either (x) registered or applied to register any Intellectual Property with any Governmental Authority or (y) acquired any interest in reasonable real property (including leasehold interests in real property), a certificate of a Responsible Officer describing such Intellectual Property and/or such real property in such detail compliance during as Administrative Agent shall reasonably require; (l) promptly upon receipt or filing thereof, copies of any reports or notices related to any material taxes and at any other material reports or notices received by any Credit Party from, or filed by any Credit Party with, any Governmental Authority; (m) within ten (10) days prior to the conclusion of each Fiscal Year, Borrower’s annual consolidated and consolidating operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, each for the following three (3) Fiscal Years presented on a quarterly basis for the next Fiscal Year and annually for the two (2) subsequent Fiscal Years, all of which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Lenders, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of Borrower; (n) as soon as available and in any event no later than noon (Chicago time) within fifteen (15) days after the end of each month, and from time to time upon the applicable accounting periods request of Administrative Agent (which request may be made as frequently as daily), a Borrowing Base Certificate as of the last day of the week most recently ended (or, in the case of Borrowing Base Certificates requested more frequently than weekly, as of the second preceding Business Day); (o) as soon as available after the end of each month (but in any event within fifteen (15) Business Days after the end thereof), and from time to time upon the request of Administrative Agent (which request may be made as frequently as daily) schedules of sales made, credits issued and cash received for and during such month (or, in the case of such schedules requested more frequently than monthly, as of the second preceding Business Day); (p) as soon as available after the end of each month (but in any event within fifteen (15) Business Days after the end thereof), on a monthly basis or more frequently as Administrative Agent may reasonably request, (i) perpetual Inventory reports, (ii) Inventory reports by location and category (and including the amounts of Inventory and the value thereof at, any leased locations and at premises of warehouses, consignees, processors or other third parties), (iii) agings of Accounts, (iv) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, consignees, processors and other third parties from time to time in possession of any Collateral) and (v) such reconciliation reports from time to time reasonably requested by Administrative Agent with respect to the restrictions contained Borrowing Base Certificate most recently delivered to Administrative Agent, the financial statements of Borrower delivered to Administrative Agent, Borrower’s general ledger and/or the reports required pursuant to this paragraph, each in Section 7form and substance, and with such supporting detail and documentation, as may be reasonably requested by Administrative Agent; (q) upon Administrative Agent’s reasonable request, (i) copies of customer statements and credit memos, remittance advices and reports and copies of deposit slips and bank statements, (ii) copies of shipping and delivery documents, and (iii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by any Credit Party; (r) within two (2) Business Days after any request therefor, such additional information in such detail concerning the amount, composition and manner of calculation of the Borrowing Base as Administrative Agent or any Lender may reasonably request; (s) upon the request of Administrative Agent, a report of an independent collateral auditor satisfactory to Administrative Agent (which may be, or be affiliated with, a Lender) with respect to the components of the Borrowing Base (which Borrower acknowledges will be performed at least once per calendar quarter), which report shall (i) indicate whether or not the information set forth in the Borrowing Base Certificate most recently delivered is accurate and complete in all material respects based upon a review by such auditors of the Accounts of Borrower and its Subsidiaries (including verification with respect to the amount, aging, identity and credit of the respective Account Debtors and the billing practices of Borrower and its Subsidiaries) and Inventory of Borrower and its Subsidiaries (including verification as to the value, location and respective types) and (ii) be addressed to, or otherwise provide for express reliance by, Administrative Agent and the Lenders; (t) from time to time, appraisal reports in form and substance and from appraisers satisfactory to Administrative Agent, which reports shall (i) state the then current fair market values of all or any portion of the real estate owned by Borrower or any Subsidiaries and (ii) be addressed to, or otherwise provide for express reliance by, Administrative Agent and the Lenders. In addition to the foregoing, on a quarterly basis with respect of Inventory, and on an annual basis with respect to all other property (or, in each case, more frequently as considered necessary by Administrative Agent) Borrower shall obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers satisfactory to Administrative Agent, which reports shall (i) state the then current market values of all or any portion of the real estate and personal property owned by Borrower or any Subsidiaries and (ii) be addressed to, or otherwise provide for express reliance by, Administrative agent and the Lenders; and (u) with reasonable promptness, such other information and data with respect to any Credit Party as from time to time may be reasonably requested by Administrative Agent or any Lender.

Financial Statements and Other Reports. Company will maintain(a) Tenant shall, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: within one hundred twenty (i120) Quarterly Financial: as soon as available and in any event within 45 days after the end of each the Fiscal QuarterYear, provide (or require the consolidated balance sheets Casino Manager/Operator to provide) Landlord with annual Financial Statements of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries Tenant for such Fiscal Quarter Year relating to the Development that have been audited by one of the six largest national certified public accounting firms (the "Big Six Firms") or such other firm acceptable to Landlord and Tenant, at Tenant's expense. In addition to the annual audited Financial Statements, the Financial Statements for the period from last Fiscal Year shall be audited at the beginning termination of this Lease. Notwithstanding the foregoing, if Tenant, the Casino Manager/Operator, or any Person who directly or indirectly Controls Tenant or the Casino Manager/Operator, is subject to the reporting requirements of the then current Fiscal Year Exchange Act, Tenant shall submit to Landlord notice of any reports filed with the United States Securities and Exchange Commission at the same time such reports are required to be filed under the Exchange Act. This provision shall not limit Landlord's review and audit rights under Section 14.3 of this Lease. (b) In addition to the end foregoing, within thirty days after the last day of such Fiscal Quartereach month during the Term, setting Tenant shall (except as otherwise set forth in each case in comparative form this Section 14.2(b)) provide, or require the corresponding figures for the corresponding periods Casino Manager to provide, Landlord with accurate written reports of the previous Fiscal Yearfollowing (the "Monthly Reports"): (i) Gross Gaming Revenue for such month, all in reasonable detail and certified by reconciled with the chief financial officer report provided to the Office of Company that they fairly presentState Police, in all material respects, form and content substantially similar to the financial condition of Company and its Subsidiaries document attached hereto as at Exhibit "K-1" (the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments"Monthly GGR Report"); (ii) Year-End Financial: as soon as available and in any event within 90 days after to-date Gross Non-Gaming Revenue current through the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end last day of such Fiscal Year month in form and content substantially similar to the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form document attached hereto as Exhibit "K-2" (the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards"Monthly GNGR Report"); (iii) Officer’s A statistical analysis of gaming operations at the Casino in form and Compliance Certificates: together with each delivery content substantially similar to the document attached hereto as Exhibit "K-3" (the "Statistical Analysis"), which Tenant must make available for Landlord's review at Tenant's offices (as opposed to delivering the Statistical Analysis to Landlord) on a monthly basis, and Tenant must notify Landlord regarding the availability of the consolidated financial statements Statistical Analysis so that Landlord may exercise its right to review such report; (iv) The Capital Replacements Account, year-to-date and current through the last day of Company such month, in form and its Subsidiaries pursuant content substantially similar to subdivisions the document attached hereto as Exhibit "K-4" (ithe "Capital Replacements Report"); (v) A calculation of rent payments due Landlord, in form and content substantially similar to the document attached hereto as Exhibit "K-5" (iithe "Rent Report"); (c) aboveIn addition to the foregoing, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has madeTenant must provide, or caused cause Casino Manager/Operator to provide, to Landlord annual revenue projections pertaining to the Development containing the information in the document attached hereto as Exhibit "K-6" the "Annual Revenue Projections". (d) Upon Landlord's written request (which may not be made under hismore frequently than once in each month), Tenant and Casino Manager/her supervisionOperator shall attend a meeting with Landlord for the purpose of presenting and explaining any Financial Statements, a review Monthly Reports, or Annual Revenue Projections provided to Landlord. In advance of any such meeting, Tenant and Casino Manager/Operator must supply to Landlord all reasonable information that is requested by Landlord in reasonable detail writing, including but not limited to reconciliation of any discrepancies between audited and unaudited revenues reported by Tenant. (e) Tenant shall not, and shall ensure that Casino Manager/Operator does not, modify the form in which the Financial Statements, the Monthly Reports, or the Annual Revenue Projections are presented to Landlord without first obtaining Landlord's written consent to such modification, which may not be unreasonably withheld, conditioned or delayed. (f) From and after consummation of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting periodVICI Sale-Leaseback Transaction, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes all references in this Section 14.2 to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;Tenant are deemed to refer to Casino Subtenant.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity accordance with GAAP. Company GAAP and to provide the information required to be delivered to the Purchasers hereunder, and will deliver to Administrative Agent and Lendersthe Purchasers: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 30 days after the end of each Fiscal Quartermonth, the a consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at the end of such Fiscal Quarter month and the related consolidated statements of operations, changes in stockholders’ equity operations and cash flows of Company and its Subsidiaries for such Fiscal Quarter month, and for the period from the beginning portion of the then current Fiscal Year to ended at the end of such Fiscal Quarter, month setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal YearYear and the figures for such month and for such portion of the Fiscal Year ended at the end of such month set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 5.01(h), all in reasonable detail and certified by the chief financial officer of the Company that they as fairly present, in all material respects, presenting the financial condition and results of operations of the Company and its consolidated Subsidiaries and as at having been prepared in accordance with GAAP applied on a basis consistent with the dates indicated and audited financial statements of the results of their operations and their cash flows for the periods indicatedCompany, subject to changes resulting from audit and normal year-end adjustments; (iib) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the a consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at of the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the figures for such Fiscal Year set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 5.01(h), certified (solely with a report thereon of PricewaterhouseCoopers respect to such consolidated statements) without qualification by KPMG LLP or other independent certified public accountants acceptable to the Required Holders of nationally recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsstanding; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions Section 5.01(a) and 5.01(b) above, an Officer's Certificate of the Company (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer officer executing such certificate has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, 's Certificate of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event Default existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or is taking or proposes to take with respect thereto, (ii) providing details of all transactions between the Company and any Person referred to in Section 6.06 and (iii) if not specified in the financial statements delivered pursuant to Section 5.01(a) and 5.01(b) above, as the case may be, specifying the aggregate amount of interest paid or accrued and the aggregate amount of depreciation and amortization charged, during such accounting period; (d) promptly upon receipt thereof, copies of all reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (e) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Company to its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by the Company with any securities exchange or with the SEC or any successor and (iii) all press releases and other statements made available generally by the Company concerning material developments in the business of the Company; (f) promptly upon any executive officer of the Company obtaining knowledge (i) of the existence of any Default, or becoming aware that the holder of any Debt of the Company has given any notice or taken any other action with respect to a claimed default thereunder, (ii) of any change in the Company's independent public accountant or any resignation, or decision not to stand for re-election, by any member of the Company's board of directors (or comparable body), (iii) that any Person has given any notice (other than a notice received by the Company within 30 days of the Closing Date with respect to a default under a material lease that has been cured or waived on or prior to 60 days after the Closing Date) to the Company with respect to a claimed default under any material agreement or instrument (other than the Financing Documents) to which the Company is a party or by which any of its assets is bound, or (iv) of the institution of any litigation or arbitration involving an alleged liability of the Company equal to or greater than $1,000,000 or any adverse determination in any litigation or arbitration involving a potential liability of the Company equal to or greater than $1,000,000, an Officer's Certificate of the Company specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including any Default), event or condition, and what action the Company has taken, is taking and or proposes to take with respect thereto; ; (g) simultaneously with the financial statements referred to in Section 5.01(a) above, operating plans and financial forecasts, including cash flow projections covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, in each case to the extent prepared from time to time by the management of the Company for internal use; (bh) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end conclusion of each Fiscal Year, the Company's annual operating and capital expenditure budgets and cash flow forecast for the following Fiscal Year presented on a monthly basis, which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Purchasers; (i) with reasonable promptness, such other information and data with respect to the Company as from time to time may be reasonably requested by either of the applicable accounting periods with the restrictions contained in Section 7;Purchasers.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAPgenerally accepted accounting principles in effect from time to time. The Company will deliver to Administrative Agent and Lenders:the Banks (except to the extent otherwise expressly provided below in subsection 5.01(b)(ii)): (i) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each Fiscal Quarter, fiscal quarter ending after the Effective Date in the Company's fiscal year the consolidated balance sheets sheet of the Company and its Subsidiaries consolidated subsidiaries as at the end of such Fiscal Quarter period, and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of the Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth consolidated subsidiaries in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer or controller of the Company that they fairly present, in all material respects, present the financial condition of the Company and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicatedflows, subject to changes resulting from audit and normal year-end adjustments, based on their respective normal accounting procedures applied on a consistent basis (except as noted therein); (ii) Year-End Financial: as soon as available practicable and in any event within 90 days after the end of each Fiscal Year, fiscal year the consolidated balance sheets sheet of the Company and its Subsidiaries consolidated subsidiaries as at the end of such Fiscal Year year and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of the Company and its Subsidiaries consolidated subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability unqualified as to going concern and scope of Company and its Subsidiaries to continue as a going concern, audit and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicated in conformity with GAAP generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise disclosed noted in such financial statementsreport) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of the Company and its Subsidiaries consolidated subsidiaries pursuant to subdivisions (ia)(i) and (iia)(ii) above, (aA) an Officer’s 's Certificate of the Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her such signer's supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries consolidated subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s the Officers' Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; and (bB) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP during and at the end of the applicable such accounting periods periods) with the restrictions contained in Section 76.03 and, in addition, a written statement of the chief accounting officer, chief financial officer, any vice president or the treasurer or any assistant treasurer of the Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to the Company's compliance with Section 6.03 hereof; (ii) promptly upon their becoming available but only to the extent requested by a Bank, copies of all publicly available financial statements, reports, notices and proxy statements sent or made available generally by the Company to its security holders or by any Subsidiary of the Company to its security holders other than the Company or another Subsidiary, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning material developments in the business of the Company and its Subsidiaries; (iii) promptly upon the chairman of the board, the chief executive officer, the president, the chief accounting officer, the chief financial officer, the treasurer or the general counsel of the Company obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.02, or (c) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, an Officer's Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto; and (iv) with reasonable promptness, such other information and data with respect to the Company or any of its subsidiaries as from time to time may be reasonably requested by any Bank.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. The Company will deliver to Administrative Agent and Lendersthe Lender: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 ninety (90) days after the end of each Fiscal Quarterfiscal year of the Company, the consolidated balance sheets sheet of Company the CB Holdings and its Subsidiaries as at of the end of such Fiscal Quarter year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows flow of Company CB Holdings and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified detail, accompanied by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a an unqualified report thereon of PricewaterhouseCoopers ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent certified public accountants of recognized national standing selected by Company CB Holdings and satisfactory to Administrative Agentthe Lender, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company CB Holdings and its Subsidiaries as at the dates date indicated and the results of their operations and their cash flows flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. (b) as soon as practicable and in any event within forty five (45) days after the end of each fiscal quarter a consolidated balance sheet of CB Holdings and its Subsidiaries as at the end of such quarter and the related consolidated statement of income of CB Holdings and its Subsidiaries for such quarter and the portion of CB Holdings' fiscal year ended at the end of such quarter, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the prior fiscal year, all in reasonable detail and certified by the Company's Chief Financial Officer as fairly presenting the financial condition of CB Holdings and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated, subject to normal year-end adjustment; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company CB Holdings and its Subsidiaries pursuant to subdivisions clauses (a) and (b) above, a Compliance Certificate of the Company (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has signers have reviewed the terms of this the Agreement and has the Notes and have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at the date of such Officer’s the Compliance Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; thereto and (bii) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of the applicable such accounting periods with the restrictions contained in Section 76.3; (d) together with each delivery of consolidated financial statements pursuant to clause (a) above, and so long as and to the extent not contrary to the then current recommendations of the American Institute of Certified Public Accountants, a written statement by the independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the Notes as they relate to accounting matters, (ii) stating whether in connection with their audit examination, any Event of Default or Potential Event of Default has come to their attention and if so, specifying the nature and period of existence thereof, and (iii) confirming the calculations set forth in the Compliance Certificate delivered simultaneously therewith pursuant to clause (c) above; (e) promptly after the occurrence of any Event of Default or Potential Event of Default, an Officers' Certificate of the Company setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto; (f) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available by CB Holdings to its security holders, all registration statements (other than the exhibits thereto) and annual, quarterly or monthly reports, if any, filed by CB Holdings with the Commission; (g) promptly, to the extent delivered under the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness, upon becoming aware of the occurrence of (i) any Reportable Event involving any Pension Plan, (ii) any "prohibited transaction," as such term is defined in Section 4975 of the Internal Revenue Code (which prohibited transaction could subject any ERISA Affiliate) to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan (or any trust created thereunder), (iii) any assertion of withdrawal liability of any Multiemployer Plan, (iv) any partial or complete withdrawal (by the Company or an ERISA Affiliate) from any Multiemployer Plan under Title IV of ERISA (or assertion thereof), (v) any cessation of operations (by the Company or an ERISA Affiliate) at a facility in the circumstances described in Section 4068(f) of ERISA, (vi) the withdrawal by the Company or an ERISA Affiliate from a Pension Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (vii) the failure by the Company or any 47 ERISA Affiliate to make a payment to a Plan required under Section 302(f)(1) of ERISA, which Section imposes a lien for failure to make required payments, (viii) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; (h) promptly, to the extent delivered under the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness, copies of (i) all notices received by any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan administered or maintained by the Company or its ERISA Affiliates or to have a trustee appointed to administer any such Pension Plan; (ii) at the request of the Lender each annual report (IRS Form 5500 Series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or its ERISA Affiliates, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or its Subsidiaries in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any ERISA Affiliate with the Revenue Service with respect to each such Plan; (i) promptly after the Company obtains knowledge thereof, notice of all litigation or proceedings commenced or threatened affecting the Company in which there is a reasonable possibility of an adverse decision and (i) which involves alleged liability in excess of $1,000,000 (in the aggregate), (ii) in which injunctive or similar relief is sought which if obtained could have a material adverse effect on the business, assets, prospects, results of operation or financial condition of the Company and its Subsidiaries taken as a whole or (iii) which questions the validity or enforceability of any Loan Document; (j) promptly upon receipt thereof, copies of all final reports or letters submitted to the Company by its independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Company or its Subsidiaries made by such accountants, including, without limitation, any management report, and the Company agrees to obtain such a report in connection with each of its annual audits to the extent required under the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness; (k) promptly after the availability thereof, copies of all material amendments to the certificate of incorporation or By-laws of the Company and any of its Subsidiaries; (l) promptly after the receipt thereof, a copy of any notice, summons, citation, letter or other communication concerning any actual, alleged, suspected or threatened violation of Environmental Requirements (as defined in the Senior Credit Agreement), or liability of the Company or any of its Subsidiaries for Environmental Damages (as defined in the Senior Credit Agreement) in connection with its real property or past or present activities of any Person thereon; (m) with reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested by the Lender; (n) prior written notice of the amount, recipient and time of each payment or allocation (or other reservation or segregation of funds) of "Excess Proceeds of Issuance of Stock" (as defined in the Senior Credit Agreement) for the benefit of the lender under the Senior Credit Agreement or the Company; and (o) promptly after the Lender's request, such other information pertaining to the Senior Credit Agreement, collateral therefor or payments or performance thereunder as the Lender may from time to time request.

Financial Statements and Other Reports. Company The Borrower will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company The Borrower will deliver or cause to be delivered to the Administrative Agent and Lendersfor delivery to the Banks: (ia) Quarterly Financial: as soon as available and in any event within 45 60 days after the end of each Fiscal Quarterof the first three fiscal quarters of each fiscal year of the Borrower, commencing with the consolidated first such fiscal quarter ending after the Effective Date, a balance sheets sheet of Company and its Subsidiaries the Borrower as at the end of such Fiscal Quarter quarter and the related consolidated statements of operationsincome, changes in stockholders’ partners' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal quarter, all in accordance with GAAP, setting forth in each case in comparative form the corresponding figures for the corresponding periods quarters of the previous Fiscal Yearfiscal year, if available, all in reasonable detail and certified by the chief Chief Financial Officer of the Borrower that such financial officer of Company that they statements fairly present, in all material respects, present the financial condition of Company and its Subsidiaries the Borrower as at the dates indicated and the results of their its operations and their its cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsadjustment; (iib) Year-End Financial: as soon as available and in any event within 90 120 days after the end of each Fiscal Yearfiscal year of the Borrower, a balance sheet of the consolidated balance sheets of Company and its Subsidiaries Borrower as at the end of such Fiscal Year year and the related consolidated statements of operationsincome, changes in stockholders’ partners' equity and cash flows of Company and its Subsidiaries the Borrower for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearyear, with if available, and all in reasonable detail and accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentstanding, which report shall be un-qualified, in form and substance reasonably satisfactory to the Required Banks and shall express no doubts about the ability of Company be unqualified and its Subsidiaries to continue as a going concern, unlimited in scope and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries the Borrower as at the dates indicated and the results of their its operations and their its cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided that such reports of independent certified public accountants may include a Permitted Qualification; provided further that such reports of independent public accountants as to FQE 12/02 will be substantially the same as those delivered in connection with Qualifying Debt Incurrence (it being understood with respect to the fiscal year ending as of FQE 12/02, comparative figures for the prior year will not be included in the report of the current certified public accountants); (iiic) Officer’s within 30 days after the end of each month, a balance sheet of the Borrower as at the end of such month and Compliance Certificates: the related statements of income and cash flows for such month, all in accordance with GAAP, setting forth in each case in comparative form the figures for the corresponding month of the previous fiscal year, if available, all in reasonable detail and certified by the Chief Financial Officer of the Borrower that such financial statements fairly present the financial condition of the Borrower as at the dates indicated and the results of its operations and its cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustment; (d) together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (ia) and (iib) above, (ai) an Officer’s 's Certificate of Company stating that the signer has reviewed the terms of this Agreement and the Notes and has made, or caused to be made under his/her his supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries the Borrower during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such the Officer’s 's Certificate, of any condition or event that which constitutes an Event of a Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (bii) a Compliance Certificate compliance certificate in the form of Schedule E hereto demonstrating in reasonable detail compliance during and at the end of the applicable such accounting periods with the applicable restrictions contained in Sections 5.16, 5.18, 5.19, 5.20 and 5.23; and (iii) together with each delivery of financial statements pursuant to subdivision (a) above for each fiscal year ending on or after FQE12/03, a calculation of Excess Cash Flow for such fiscal year; (e) together with each delivery of the financial statements pursuant to subdivision (b) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the Notes as they relate to accounting matters and (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default that would not be disclosed in the course of their audit examination; (f) promptly upon any Authorized Officer of the Borrower obtaining actual knowledge (i) of any condition or event which constitutes a Default or becoming aware that any Bank or Agent has given any notice with respect to a claimed Default, (ii) that any Person has given any notice to the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 76.01(b), or (iii) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower or either Theme Park, an Officer's Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto; (g) promptly upon any Authorized Officer of the Borrower obtaining actual knowledge of (i) the institution of, or threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any property of the Borrower not previously disclosed by the Borrower to the Banks, or (ii) any material development in any such action, suit, proceeding, governmental investigation or arbitration, which, in either case could reasonably be expected to have a Material Adverse Effect, the Borrower shall promptly give notice thereof to the Administrative Agent and the Banks; (h) promptly upon any Authorized Officer of the Borrower obtaining actual knowledge of the occurrence of any (i) Termination Event, or (ii) "prohibited transaction," as such term is defined in Section 4975 of the Internal Revenue Code, in connection with any Pension Plan or any trust created thereunder, a notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect thereto; (i) with reasonable promptness, copies of (i) all notices received by the Borrower or any of the Borrower's ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; and (ii) all notices received by the Borrower or any of the Borrower's ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA; and (j) with reasonable promptness, such other information and data with respect to the Borrower or either Theme Park as from time to time may be reasonably requested by the Administrative Agent upon the instruction of any Bank.

Financial Statements and Other Reports. Company Borrowers will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Borrowers will deliver to Administrative Agent and Lenders: (i) Monthly Financials: as soon as available and in any event within 30 days after the end of each month, the consolidated and consolidating balance sheets of LVSI and its Subsidiaries as at the end of such month and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of LVSI and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of LVSI and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each Fiscal Quarter, (a) the consolidated and consolidating balance sheets of LVSI and its subsidiaries (including the Excluded Subsidiaries) as at the end of such Fiscal Quarter and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of LVSI and its subsidiaries (including the Excluded Subsidiaries) for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter), setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of LVSI and its subsidiaries (including the Excluded Subsidiaries) as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (b) the consolidated balance sheets of Company LVSI and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company LVSI and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of LVSI and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (c) the consolidated balance sheets of New Mall Subsidiary and its subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders' equity and cash flows of New Mall Subsidiary and its subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of Company New Mall Subsidiary and its Subsidiaries subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; and (d) a narrative report describing the operations of LVSI and its subsidiaries (including the Excluded Subsidiaries) in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (iiiii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated and consolidating balance sheets of LVSI and its subsidiaries (including the Excluded Subsidiaries) as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of LVSI and its subsidiaries (including the Excluded Subsidiaries) for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of LVSI and its subsidiaries (including the Excluded Subsidiaries) as at the dates indicated and the results of their operations and their cash flows for the periods indicated; (b) the consolidated balance sheets of Company LVSI and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company LVSI and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of LVSI and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated; (c) the consolidated balance sheets of New Mall Subsidiary and its subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of New Mall Subsidiary and its subsidiaries for such Fiscal Year, with setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of Mall Subsidiary and its subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated; (d) a narrative report describing the operations of LVSI and its subsidiaries (including the Excluded Subsidiaries) in the form prepared for presentation to senior management for such Fiscal Year; and (e) in the case of such consolidated financial statements specified in subdivisions (a) to (c) above, a report thereon of PricewaterhouseCoopers Price Waterhouse LLP or other independent certified public accountants of recognized national standing selected by Company Borrowers and reasonably satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified as to scope of audit, shall express no doubts about the ability of Company and its Subsidiaries the Persons covered thereby to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company LVSI and its subsidiaries (including the Excluded Subsidiaries), LVSI and its Subsidiaries and Mall Subsidiary and its subsidiaries, respectively as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Borrower will deliver to Administrative Agent and Lenders: (i) Quarterly FinancialMONTHLY FINANCIALS: as soon as available and in any event within 45 30 days after the end of each Fiscal Quartermonth, (a) the consolidated and consolidating (consistent with those delivered on a quarterly basis to its shareholders) balance sheets sheet of Company Borrower and its Subsidiaries as at the end of such Fiscal Quarter fiscal period and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Quarter fiscal period and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal period, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared for such fiscal period, all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; , (iib) Year-End Financial: as soon as available a narrative report describing the operations of Borrower and its Subsidiaries in any event the form prepared for presentation to senior management for such fiscal period and for the period from the beginning of the then current Fiscal Year to the end of such fiscal period and (c) a Borrowing Base Certificate (provided, however, that a Borrowing Base Certificate for the last month of a Fiscal Quarter shall be delivered within 90 45 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsmonth); (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company The Borrower will maintainfurnish or cause to be furnished financial statements on a consolidated basis and other monthly, quarterly or other periodic reports to the Agent and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lendersthe Lenders as follows: (ia) Quarterly Financial: as soon as available and in any event within 45 ninety (90) days after the end close of each Fiscal Quarterfiscal year: (1) As to Borrower, Calton, Inc. and the Borrower Sub▇▇▇▇▇▇ies, the audited consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related audited consolidated statements of operationsincome, changes in stockholders’ equity retained earnings and cash flows of Company and its Subsidiaries (the "financial statements") for such Fiscal Quarter year and for the period from the beginning of the then current Fiscal Year to the year-end of such Fiscal QuarterBorrowing Base Report, in reasonable detail, and, setting forth in each case in comparative form the corresponding figures for the corresponding periods preceding year (except with respect to the year-end Borrowing Base Report), prepared in accordance with Generally Accepted Accounting Principles consistently applied, accompanied by a report and unqualified opinion of Coopers or a Designated Accountant; (2) comprehensive inventory breakdown of the previous Fiscal YearBorrower and Borrower Subsidiaries delineating the inventory on the same terms as set forth on the Borrowing Base by Project and on both a dollar and Unit basis; and (3) a sales report and profit margin analysis by Project; and (4) a one year budget, including proposed capital expenditures and land acquisitions, income statement and balance sheet and two year projection for revenue and income for the Borrower and the Borrower Subsidiaries on a consolidated basis; and (5) a certificate addressed to the Agent prepared by Coopers or a Designated Accounting Firm, certifying compliance by the Borrower and the Borrower Subsidiaries with the covenants set forth at Section Section 11.1, 11.2, 11.3, 11.5, 11.6 and 10.15. (b) within forty five (45) days of the end of the first three fiscal quarters and within ninety (90) of the end of the last fiscal quarter (provided, however, an interim report shall be delivered with respect to the last fiscal quarter within forty five (45) days of the end of such fiscal quarter), a certificate by the Chief Financial Officer of the Borrower certifying that the Borrower and the Borrower Subsidiaries are in compliance with all terms and conditions of this Agreement including all covenants set forth in reasonable detail Section Section 10.1, 10.2, 10.3, 10.4, 10.7, 10.8, 11.1, 11.2, 11.3, 11.5 and 11.6, and after a review of the terms hereof, that no Default exits hereunder or otherwise specify the Default in detail; (c) within forty five (45) days after the end of each fiscal quarter, a report by Coopers or a Designated Accountant reporting on the quarter end Borrowing Base Report based upon procedures agreed upon between Agent and the Borrower; (d) within thirty (30) days after the end of each calendar month (which is not the end of a fiscal quarter) of each fiscal year: (1) the unaudited balance sheet and income statement similar to those required by clause (a) above (but without a requirement as to comparison with the prior year) as of the end of such month and for such month then ended and for the month from the beginning of the current fiscal year to the end of such month prepared in accordance with Generally Accepted Accounting Principles consistently applied and certified by the chief financial officer of Company as to preparation in accordance with Generally Accepted Accounting Principles and that they such statements fairly present, in all material respects, present the financial condition of Company and its Subsidiaries as the Borrower at the dates indicated thereof and the results of their operations and their cash flows for the periods indicatedthen ended, on behalf of the Borrower by its chief financial officer, subject only to changes resulting from audit and normal year-end adjustments. The foregoing monthly reports shall be reported on a division and cumulative basis. (2) a schedule of land purchases during that month and a schedule of all projected and contracted for land purchases pending for each entity comprising the Borrower or any Borrower Subsidiaries; (ii3) Year-End Financial: a sales report on a Project basis setting forth the sales and prices for the Units and other Property sold in the Project during the preceding month; (4) a Certificate by the Chief Financial Officer of each entity comprising the Borrower certifying that the Borrowing Base and all Borrowing Base Reports submitted during the preceding month are true, correct and complete in all respects and do not contain an omission of a material fact or condition; and (5) a compliance certificate in the form of Exhibit "C." (e) promptly upon receipt thereof, copies of all management letters which are submitted to Borrower by Coopers or a Designated Accountant in connection with any annual or interim audit of Borrower's books made by such accountants; (f) information with such specificity as soon the Agent shall from time to time require in the form of Exhibit "A" hereto (the "Borrowing Base Report"), or in such other form and substance, and at such times as may be reasonably requested by the Agent including, on or before the end of each calendar month for the immediately preceding calendar month, a certificate signed by the Chief Financial Officer of the Borrower showing a calculation of the Borrowing Base, the amount of Unit Costs and Lot Development Costs used in such Borrowing Base calculation (attaching all documentation used in such calculations) and setting forth the appraised value of Developable Land, Developed Lots and the list prices of Units not covered by a Housing Purchase Contract. The Agent shall have the right, to be exercised from time to time, to have the Borrowing Base Report audited by Coopers or auditors acceptable to the Agent, at the Borrower's expense; (g) copies of all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its stockholders, or by any Subsidiary of the Borrower to its stockholders (other than the Borrower), of all regular and periodic reports and all registration statements (excluding exhibits thereto and Registration Statements on Form S-8) and prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any successor or analogous governmental authority; and all of press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments in the business of the Borrower and any event of its Subsidiaries; (h) the additional reports, budgets and inventories as may be requested by the Agent; and (i) such other periodic reports, financial statements, and other information as the Agent from time to time reasonably requests, on a monthly, quarterly or other periodic basis, including, without limitation, periodic reports of financial information, construction progress, inventory, marketing and sales results, and compliance with financial, environmental or other covenants. Reports required on an annual basis will be furnished by the Borrower within 90 ninety (90) days after the end of each Fiscal Yearthe applicable reporting period, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied reports required on a quarterly or monthly basis consistent with prior years will be furnished within forty five (except as otherwise disclosed in such financial statements45) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; days or thirty (iii30) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) abovedays, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has maderespectively, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at after the end of the applicable accounting periods with reporting period. Annual budgets, marketing plans and other reports or statements providing projected figures for a fiscal year will be furnished by the restrictions contained in Section 7;Borrower on or before April 1 of the year for which such projections are made.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) Monthly Financials: as soon as available and in any event within 30 days after the end of each month ending after the Restatement Effective Date, commencing with the calendar month of August 1998 (or within 45 days after the end of each month which ends a Fiscal Quarter), the consolidated balance sheets of Company and its Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, for such month and for the period from the beginning of the then current Fiscal Year to the end of such month; (ii) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each of first three Fiscal QuarterQuarters of each year, (a) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in the form of the MD&A, which is prepared by the Company for public filing for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (iiiii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year, with and (c) a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company The Credit Parties will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity accordance with GAAP. Company GAAP and to provide the information required to be delivered to the Lenders hereunder, and will deliver to Administrative Agent Agent, and, in the case of the deliveries required by paragraphs (a) through (f) and Lenders(l) through (s), with adequate copies for each Lender: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 thirty (30) days after the end of each fiscal month (including the last month of Holdings’ Fiscal QuarterYear), the a consolidated balance sheets sheet of Company Holdings and its Consolidated Subsidiaries as at the end of such Fiscal Quarter month and the related consolidated statements of operations, changes in stockholders’ equity operations and cash flows of Company and its Subsidiaries for such Fiscal Quarter month, and for the period from the beginning portion of the then current Fiscal Year to ended at the end of such Fiscal Quarter, month setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal YearYear and the figures for such month and for such portion of the Fiscal Year ended at the end of such month set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(l), all in reasonable detail and certified by the chief financial officer a Responsible Officer of Company that they Holdings as fairly present, presenting in all material respects, respects the financial condition and results of Company operations of Holdings and its Consolidated Subsidiaries and as at having been prepared in accordance with GAAP applied on a basis consistent with the dates indicated and the results audited financial statements of their operations and their cash flows for the periods indicatedHoldings, subject to changes resulting from audit and normal year-end adjustmentsadjustments and the absence of footnote disclosures; (iib) Year-End Financial: as soon as available and in any event within 90 ninety (90) days after the end of each Fiscal Year, the a consolidated balance sheets sheet of Company Holdings and its Consolidated Subsidiaries as at of the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity (or the comparable item, if Holdings is not a corporation) and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the figures for such Fiscal Year set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(l), certified (solely with a report thereon of PricewaterhouseCoopers respect to such consolidated statements) without qualification by Ernst & Young, LLP or any other independent certified public accountants reasonably acceptable to Agent of nationally recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsstanding; (iiii) Officer’s and Compliance Certificates: together with each delivery of financial statements pursuant to Sections 4.1(a) and 4.1(b), a Compliance Certificate (it being understood that the consolidated Credit Parties shall only be required to complete and deliver the financial covenant calculations attached to the Compliance Certificate to the extent that the Borrowers are required to evidence compliance with the financial covenants set forth in Article VII hereof and, with respect to the Total Debt to Adjusted EBITDA Ratio, as necessary to determine the applicable Prime Rate Margin and LIBOR Margin as of any Adjustment Date), (ii) together with each delivery of financial statements pursuant to Section 4.1(b), an Excess Cash Flow Certificate, and (iii) together with each delivery of financial statements pursuant to Sections 4.1(a) and 4.1(b), a reconciliation report in the form set forth in Exhibit F, with respect to the Borrowing Base Certificate most recently delivered to Agent pursuant to Section 4.1(m), the financial statements of Company and its Subsidiaries the Credit Parties delivered to Agent, the Borrowers’ general ledger and/or the reports required pursuant to subdivisions Section 4.1(o), in form and substance, and with such supporting detail and documentation, as may be reasonably requested by Agent; (id) and (iitogether with each delivery of financial statements pursuant to Section 4.1(b) above, (a) an Officer’s Certificate of Company a written statement by the independent public accountants giving the report thereon stating that the signer their audit examination has reviewed included a review of the terms of this Agreement and has madeas it relates to accounting matters; (e) promptly upon receipt thereof, copies of all reports submitted to any Credit Party by independent public accountants in connection with each annual, interim or caused to be made under his/her supervision, a review in reasonable detail special audit of the transactions and condition financial statements of Company and its Subsidiaries during the accounting period covered any Credit Party made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (f) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by any Credit Party to its security holders, (ii) all regular and periodic reports and all registration statements and that such review has not disclosed prospectuses filed by any Credit Party with any securities exchange or with the existence during Securities and Exchange Commission or at any successor, (iii) all press releases and other statements made available generally by any Credit Party concerning material developments in the end business of such accounting period, any Credit Party and that the signer does not have (iv) all Swap Contracts entered into by any Credit Party; (g) promptly upon any officer of any Credit Party obtaining knowledge (i) of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, oror becoming aware that the holder of any Debt of any Credit Party has given any notice or taken any other action with respect to a claimed default thereunder, if (ii) of any change in any Credit Party’s certified accountant or any resignation, or decision not to stand for re-election, by any member of any Credit Party’s board of directors (or comparable body), (iii) that any Person has given any notice to any Credit Party or taken any other action with respect to a claimed default under any material agreement or instrument (other than the Financing Documents) to which any Credit Party is a party or by which any of its assets is bound or (iv) of the institution of any litigation or arbitration involving an alleged liability of any Credit Party equal to or greater than $2,000,000 or any adverse determination in any litigation or arbitration involving a potential liability of any Credit Party equal to or greater than $2,000,000, a certificate of a Responsible Officer of the Funds Administrator, on behalf of the Borrowers specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including any Event of Default or Default), event existed or existscondition, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; (h) promptly upon any officer of any Credit Party obtaining knowledge of (i) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan under Section 4041(c) or 4042 of ERISA, (ii) the failure of any member of the Controlled Group to make a required contribution on a timely basis to any ERISA Plan or to any Multiemployer Pension Plan in an amount that is material, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that any Credit Party or any Subsidiary of any Credit Party furnish a bond or other security to the PBGC or such Pension Plan, (iv) the occurrence of a reportable event under Section 4043 of ERISA (for which a reporting requirement is not waived) with respect to any Pension Plan, (v) the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), (vi) any material increase in the contingent liability of any Credit Party or any Subsidiary of any Credit Party with respect to any post-retirement welfare plan benefit or (vii) the receipt by any Credit Party of any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent, a certificate of a Responsible Officer of the Funds Administrator, on behalf of the Borrowers, specifying the nature and period of existence thereof of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action Company the applicable Credit Party has taken, is taking or proposed to take with respect thereto; (i) promptly upon any officer of any Credit Party obtaining knowledge of any complaint, order, citation, notice or other written communication from any Person delivered to any Credit Party with respect to, or if any officer of any Credit Party becomes aware of the following, except as would not reasonably be expected to have a Material Adverse Effect: (x) the existence or alleged existence of a violation of any Environmental Law or the incurrence of any liability, obligation, loss, damage, cost, expense, fine, penalty or sanction or the requirement to commence any remedial action resulting from or in connection with any air emission, water discharge, noise emission, Hazardous Material or any other environmental, health or safety matter at, upon, under or within any of the properties now or previously owned, leased or operated by any Credit Party, or due to the operations or activities of any Credit Party or any other Person on or in connection with any such property or any part thereof or (y) any release on any of such properties of Hazardous Materials in a quantity that is reportable under any applicable Environmental Law, a certificate of a Responsible Officer of the Funds Administrator, on behalf of the Borrowers, specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; ; (j) promptly upon any officer of any Credit Party obtaining knowledge that any Credit Party has either (x) registered or applied to register any Intellectual Property with the U.S. government, any foreign government or any agency or department thereof, or (y) acquired any interest in real property (including leasehold interests in real property), a certificate of a Responsible Officer of the Funds Administrator, on behalf of the Borrowers, describing such Intellectual Property and/or such real property in such detail as Agent shall reasonably require; (k) copies of any reports or notices related to any material taxes and any other material reports or notices received by any Credit Party from, or filed by any Credit Party with, any Federal, state or local governmental agency or body; (bl) within thirty (30) days after the conclusion of each Fiscal Year, the Credit Parties’ annual operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, each presented on a Compliance Certificate demonstrating monthly basis for the then current Fiscal Year and annually for the two (2) subsequent Fiscal Years, all of which shall be in reasonable detail compliance during a format reasonably consistent with projections, budgets and at forecasts theretofore provided to the Lenders, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of the Credit Parties; (m) as soon as available and in any event within fifteen (15) Business Days after the end of each fiscal month, and from time to time upon the applicable accounting periods request of Agent (which request may be made as frequently as daily), a Borrowing Base Certificate as of the last day of the month most recently ended (or, in the case of Borrowing Base Certificates requested more frequently than monthly, as of the second preceding Business Day); (n) as soon as available and in any event within fifteen (15) Business Days after the end of each fiscal month, and from time to time upon the request of Agent (which request may be made as frequently as daily) schedules of sales made, credits issued and cash received for and during such month (or, in the case of such schedules requested more frequently than monthly, as of the second preceding Business Day); (o) as soon as available and in any event within fifteen (15) Business Days after the end of each fiscal month, on a monthly basis or more frequently as Agent may reasonably request, (i) agings of Accounts, (ii) unbilled revenue from the general ledger, (iii) vworx unbilled accounts, (iv) fixed price contracts report, (v) accrued rebates report, (vi) schedules of contra-accounts, (vii) schedules of deferred revenue, (viii) schedule of unapplied debits and credits, (ix) federal government receivables report, (x) schedule of unapplied cash, (xi) schedule of eliminating entries, (xii) schedule of foreign accounts, (xiii) schedule of customer refunds, (xiv) schedule of discount reserves, and (xv) schedule of accounts payable, each in form and substance, and with such supporting detail and documentation, as may be reasonably requested by Agent; (p) upon Agent’s reasonable request, (i) copies of customer statements and credit memos, remittance advices and reports and copies of deposit slips and bank statements, (ii) copies of shipping and delivery documents, and (iii) copies of purchase orders, invoices and delivery documents for material Equipment acquired by any Credit Party; (q) within two (2) Business Days after any request therefor, such additional information in such detail concerning the amount, composition and manner of calculation of the Borrowing Base as Agent or any Lender may reasonably request; (r) upon the request of Agent, which may be made no more than four (4) times each year prior to an Event of Default and at any time while and so long as an Event of Default shall be continuing, a report of an independent collateral auditor satisfactory to Agent (which may be, or be affiliated with, a Lender) with respect to the components of the Borrowing Base, which report shall indicate whether or not the information set forth in the Borrowing Base Certificate most recently delivered is accurate and complete in all material respects based upon a review by such auditors of the Accounts (including verification with respect to the amount, aging, identity and credit of the respective Account Debtors and the billing practices of the Borrowers); (s) with reasonable promptness, such other information and data with respect to any Credit Party as from time to time may be reasonably requested by Agent or any Lender; (t) promptly after delivery to the recipient thereof, copies of all notices and financial information of the Credit Parties delivered to any Person in accordance with the restrictions contained provisions of the Second Lien Credit Agreement; (u) without limiting or being limited by any other provision of any Financing Document, the Credit Parties shall retain and use Ceridian Corporation and its Affiliates or any other third-party reasonably acceptable to Agent to process, manage and pay the payroll taxes of the Credit Parties and shall, upon the request of Agent, cause to be delivered to Agent within ten (10) calendar days of such request, a report of such payroll taxes of the Credit Parties for the immediately preceding calendar month and evidence of payment thereof; and (v) not less than five (5) days prior to the making of any payment in Section 7;respect of the PS Earnout, copies of certificates evidencing calculation of all amounts owing in respect of the PS Earnout.

Financial Statements and Other Reports. Company Taylor Madison will maintain, and cause each of its Subsidiaries to maintain, ------------------------------------------ maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Taylor Madison will deliver to Administrative Agent each Purchaser and Lenders:to any Transferee (in each case, so long as it continues to hold Series A Preferred Stock): (ia) Quarterly Financial: as soon as available practicable, but in any event within 30 days after the end of each month in each Fiscal Year of Taylor Madison and its Subsidiaries, if any, unaudited monthly consolidated and consolidating financial statements of Taylor Madison for such month prepared in accordance with GAAP, and setting forth, in comparative form, the Consolidated figures for the comparable corresponding month of the previous Fiscal Year together with a certification by the principal financial or accounting officer of Taylor Madison that the information contained in such financial statements fairly presents the financial condition of Taylor Madison as of the date thereof (subject to year-end adjustments); (b) as soon as practicable and in any event within 45 days after the end of (i) each of the first three Fiscal Quarters in each Fiscal QuarterYear, the consolidated balance sheets of Company and its Subsidiaries Taylor Madison as at the end of such Fiscal Quarter period and for the year-to-date and the related consolidated and consolidating statements of operations, changes in stockholders’ equity income and cash flows of Company Taylor Madison and its Subsidiaries Subsidiaries, if any, for such Fiscal Quarter and for the year-to-date and setting forth, in comparative form, the Consolidated figures for the comparable corresponding Fiscal Quarter of the previous Fiscal Year; and (ii) the first three Fiscal Quarters in each Fiscal Year, and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, a comparison setting forth in each case in comparative form the corresponding figures from the budgeted or projected figures set forth in the Projections described in Section 6.1(d) below for the corresponding periods of the previous Fiscal Yearsuch period, all in reasonable detail and certified -------------- being prepared in accordance with GAAP, together with a certification by the chief financial or accounting officer of Company Taylor Madison that they the information contained in such financial statements fairly present, in all material respects, presents the financial condition position of Company Taylor Madison and its Subsidiaries as at of the dates indicated and the results of their operations and their cash flows for the periods indicated, date thereof (subject to changes resulting from audit and normal year-end adjustments;). (iic) Year-End Financial: as soon as available and in any event within 90 120 days after the end of each Fiscal Year, the a copy of unaudited financial statements for such year for Taylor Madison and its Subsidiaries, if any, including therein a consolidated balance sheets sheet of Company Taylor Madison and its Subsidiaries Subsidiaries, if any, as at of the end of such Fiscal Year Year, a consolidated statement of income and the related a consolidated statements statement of operations, changes in stockholders’ equity and cash flows of Company Taylor Madison and its Subsidiaries for such Fiscal Year, setting forth in each case (i) in comparative form the corresponding figures for the previous preceding Fiscal Year, and (ii) in comparative form the corresponding projected figures for such Fiscal Year as set forth in the Projections covering such Fiscal Year previously delivered to Purchasers, all in reasonable detail and being prepared in accordance with GAAP, together with a report thereon certification by the chief financial or accounting officer of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about Taylor Madison that the ability of Company and its Subsidiaries to continue as a going concern, and shall state that information contained in such consolidated financial statements fairly present, in all material respects, presents the consolidated financial position of Company Taylor Madison and its Subsidiaries as at of the dates indicated date thereof (subject to year-end adjustments). (d) as soon as they are available, but in any event within 60 days prior to the beginning of each Fiscal Year, Projections for such Fiscal Year. Such Projections shall be in form and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis substance consistent with prior years (except Parent's past practices and shall be certified by the chief financial or accounting officer of Parent as otherwise disclosed in being such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery officer's good faith estimate of the consolidated financial statements performance of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company Parent and its Subsidiaries during such period; and (e) with reasonable promptness, such other information and data with respect to any Taylor Madison as from time to time may be reasonably requested by the accounting period covered by such Purchasers, including information regarding the business, assets, financial statements and that such review has not disclosed the existence during condition, income or at the end prospects of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;Taylor Madison.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. The Company will deliver to Administrative Agent and Lendersthe Subordinated Seller: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 ninety (90) days after the end of each Fiscal Quarterfiscal year of the Company, the consolidated and consolidating (showing intercompany eliminations) balance sheets of the Company and its Subsidiaries as at of the end of such Fiscal Quarter year and the related consolidated and consolidating (showing intercompany eliminations) statements of operationsincome, changes in stockholders’ ' equity and cash flows flow of the Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified accompanied by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a an unqualified report thereon of PricewaterhouseCoopers LLP or other a firm of independent certified public accountants of recognized national standing selected by the Company and reasonably satisfactory to the Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of the Company and its Subsidiaries as at the dates date indicated and the results of their operations and their cash flows flow for the periods indicated in conformity with GAAP applied on a consistent basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;; and (iiib) Officer’s as soon as practicable and Compliance Certificates: together with in any event within forty-five (45) days after the end of each delivery fiscal quarter of the Company, other than quarters which are the last fiscal quarter in a fiscal year of the Company, copies of the consolidated financial statements and consolidating balance sheets of the Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail as of the transactions end of such fiscal quarter, and condition related consolidated and consolidating statements of income, stockholder's equity and cash flow of the Company and its Subsidiaries during for such fiscal quarter and for the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge portion of the existence as at fiscal year ending with such fiscal quarter, in each case setting forth in comparative form the date figures for the corresponding periods of such Officer’s Certificatethe preceding fiscal year, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating all in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;detail.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) Quarterly FinancialMonthly Financials: as soon as available and in any event ------------------ within 30 days after the end of each month ending after the Closing Date, (a) the consolidated balance sheet of Company and its Subsidiaries as at the end of such month and the related consolidated statements of income and cash flows of Company and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the material changes, if any, in operations of Company and its Subsidiaries from the Financial Plan for the current Fiscal Year in the form prepared for presentation to senior management for such month and for the period from the beginning of the then current Fiscal Year to the end of such month; (ii) Quarterly Financials: as soon as available and in any event -------------------- within 45 days after the end of each Fiscal Quarter, (a) the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the material changes, if any, in the operations of Company and its Subsidiaries from the Financial Plan for the current Fiscal Year in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (iiiii) Year-End FinancialFinancials: as soon as available and in any event ------------------- within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the changes in the operations of Company and its Subsidiaries from the operations of Company and its Subsidiaries reflected in the financial statements delivered pursuant to subdivisions (i) and (ii) above for the current Fiscal Year in the form prepared for presentation to senior management for such Fiscal Year, with and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP PriceWaterhouseCoopers or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. The Company will maintain, and will cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver furnish, or will cause to Administrative Agent be furnished, to each Holder of at least 10% of the aggregate principal amount of the outstanding Notes (each a "Qualified Holder"), unless such Qualified Holder has notified the Company that he or it elects not to receive such information, copies of the following financial statements, reports, notices and Lendersinformation: (ia) Quarterly Financial: promptly when available and in any event when furnished pursuant to the Credit Agreement, copies of all financial statements, certificates, audit and other reports, filings, projections, management letters and other information furnished pursuant thereto; (b) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarter, the consolidated balance sheets Quarters of Company and its Subsidiaries each Fiscal Year of as at of the end of such Fiscal Quarter and the related consolidated statements of operationsearnings, changes in stockholders’ ' equity and cash flows flow of the Company and its Subsidiaries for such Fiscal Quarter and for the period from commencing at the beginning end of the then current previous Fiscal Year to and ending with the end of such Fiscal Quarterquarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer Authorized Officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsCompany; (iic) Year-End Financial: as soon as available and in any event within 90 120 days after the end of each Fiscal YearYear of the Company, a copy of the annual audit report for such Fiscal Year for the Company, including therein consolidated balance sheets of the Company and its Subsidiaries as at of the end of such Fiscal Year and the related consolidated statements of operationsearnings, changes in stockholders’ ' equity and cash flows flow of the Company and its Subsidiaries for such Fiscal Year, setting forth in each case certified in comparative form a manner acceptable to the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers Requisite Holders by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory acceptable to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concernRequisite Holders, and shall state that such consolidated financial statements fairly presentto the effect that, in all material respectsmaking the examination necessary for the signing of such annual report by such accountants, the consolidated financial position they have not become aware of Company any Default or Event of Default that has occurred and its Subsidiaries as at the dates indicated is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of Default and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardssteps, if any, being taken to cure it; (iiid) Officer’s if, as a result of any material change in accounting principles and Compliance Certificates: together with each delivery policies from those used in the preparation of the Financial Statements referred to in Section 4.7, the consolidated financial statements of the Company and its Subsidiaries delivered pursuant to subdivisions clause (b), (c) or (k) of this Section 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made, then, at the reasonable request of the Requisite Holders, financial statements of the Company for (i) the then current Fiscal Year to the effective date of such change and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed one full Fiscal Year immediately preceding the terms of this Agreement and has Fiscal Year in which such change is made, or caused to be made under his/her supervisionin each case prepared on a pro forma basis as if such change had been in effect during such periods, and a review in reasonable detail written statement of the transactions and condition chief accounting Authorized Officer or chief financial Authorized Officer of the Company and its Subsidiaries during setting forth the accounting period covered by differences which would have resulted if such financial statements had been prepared without giving effect to such change; (e) promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all material reports submitted to the Company or its Subsidiaries by independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including any comment letter submitted by such accountants to management in connection with their annual audit; (f) promptly after the sending or filing thereof, copies of (i) all financial statements, reports, notices and that such review has not disclosed proxy statements sent or made available generally by the existence during Company to its securityholders, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or at a similar form) and prospectuses, if any, filed by the end of such accounting periodCompany with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, and that (iii) all press releases and other statements made available generally by the signer does not have knowledge Company to the public concerning material developments in the business of the existence as at Company; (g) promptly upon any officer of the date of such Officer’s Certificate, Company obtaining knowledge (i) of any condition or event that constitutes an Event of a Default or Potential Event of Default, oror becoming aware that the any Holder has given any notice or taken any other action with respect to a claimed Default or Event of Default, if (ii) that any such Person has given any notice to the Company or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 9.1.2, (iii) of any condition or event existed that would be required to be disclosed in a current report filed by the Company or existsits Subsidiaries with the Securities and Exchange Commission on Form 8-K (Items 1, 2, 4, 5 and 6 of such Form as in effect on the date hereof) if the Company were required to file such reports under the Exchange Act, or (iv) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence thereof of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto; (h) promptly upon any officer of the Company obtaining knowledge of (i) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting the Company or its Subsidiaries or any of its properties (collectively, "Proceedings") not previously disclosed in writing by the Company to the Holders or (ii) any material development in any Proceeding that: (A) if adversely determined, could give rise to a Material Adverse Effect, or (B) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to the Company to enable the Holders and their counsel to evaluate such matters; and within twenty days after the end of each Fiscal Quarter of the Company, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, the Company equal to or greater than $50,000, and promptly after request by the Requisite Holders such other information as may be reasonably requested by the Requisite Holders to enable the Holders and their respective counsel to evaluate any of such Proceedings; (bi) immediately upon becoming aware of the institution of any steps by the Company to terminate any Pension Plan, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under section 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Company furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Company of any material liability, fine or penalty, or any material increase in the contingent liability of the Company with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto; (j) as soon as available and in any event no later than 60 days after the beginning of each Fiscal Year, a plan and financial forecast for such Fiscal Year, including (i) forecasted balance sheets and forecasted statements of income, stockholders' equity and cash flow of the Company for each such Fiscal Year, together with an explanation of the assumptions on which such forecasts are based, (ii) forecasted statements of income, stockholders' equity and cash flows of the Company for each month of each such Fiscal Year, together with an explanation of the assumptions on which such forecasts are based, and (iii) such other information and projections as the Requisite Holders may reasonably request; (k) as soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance reasonably satisfactory to the Requisite Holders outlining all material insurance coverage maintained as of the date of such report by the Company and all material insurance coverage planned to be maintained by the Company in the immediately succeeding Fiscal Year; (l) as soon as practicable following receipt thereof, copies of all environmental audits and reports, whether prepared by personnel of the Company or by independent consultants, with respect to significant environmental matters at any Facility or which relate to an Environmental Claim which could result in a Material Adverse Effect; (m) with reasonable promptness, written notice of any change in the Board of Directors of the Company; (n) promptly upon any Person becoming a Subsidiary of the Company, (i) a Compliance written notice setting forth with respect to such Person the date on which such Person became a Subsidiary of the Company and (ii) an Officer's Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Article VII; and (o) with reasonable promptness, such other information and data with respect to the financial condition, business, property, assets, revenues and operations of the Company as the Requisite Holders may from time to time reasonably request; provided, that the Company shall not be required to deliver any of the information specified in this Section 7;6.1 to any Holder which the Company reasonably determines to be in, or be affiliated with a Person in, a line of business which is competitive with the Company's line of business.

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Borrower will deliver deliver, or cause to Administrative Agent and Lendersbe delivered, to Lender the following: (i) Quarterly Financial: as soon as available practicable and in any event within 45 60 days after the end of each Fiscal Quartercalendar quarter, the consolidated a balance sheets sheet of Company and its Subsidiaries IMCC as at the end of such Fiscal Quarter period and the related consolidated statements of operationsincome, changes in stockholders’ shareholders' equity and statement of cash flows of Company and its Subsidiaries IMCC for such Fiscal Quarter quarter and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterquarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified by the chief financial officer or vice president of Company finance of IMCC that they fairly present, in all material respects, present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicatedof IMCC, subject to changes resulting from audit and normal year-end adjustmentsadjustments as at the end of and for the period covered thereby. The delivery by IMCC to Lender of IMCC's Form 10-Q for such period shall satisfy the requirements of this subdivision (i); (ii) Year-End Financial: as soon as available practicable and in any event within 90 105 days after the end of each Fiscal Yearfiscal year, the consolidated a balance sheets sheet of Company and its Subsidiaries IMCC as at the end of such Fiscal Year fiscal year and the related consolidated statements of operationsincome, changes in stockholders’ shareholders' equity and statement of cash flows of Company and its Subsidiaries Borrower for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearyear, with all in reasonable detail and certified by the chief financial officer or vice president of finance of IMCC and accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company Borrower and satisfactory to Administrative Agent, Lender which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries Borrower as at the dates indicated and the results of their its operations and their statement of cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The delivery by IMCC to Lender of IMCC's Form 10-K for such period shall satisfy the requirements of this subdivision (ii); (iii) Officer’s and Compliance Certificates: together concurrent with each the delivery of the consolidated applicable financial statements of Company and its Subsidiaries pursuant to subdivisions specified in subdivision (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused Borrower will deliver to be made under his/her supervision, Lender a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;consolidated

Financial Statements and Other Reports. Company Each Borrower will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business 109 practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) Monthly Financials: as soon as available and in any event within 30 days after the end of each month ending after the Closing Date, (a) the consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such month and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such month and for the period from the beginning of the then current Fiscal Year to the end of such month; (ii) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each Fiscal Quarter, (a) the consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (iiiii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and 110 cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year, with and (c) in the case of such consolidated financial statements, (1) a report thereon of PricewaterhouseCoopers LLP or other a nationally recognized independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentaccounting firm, which report shall be un-qualifiedunqualified as to the scope of the audit, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; standards and (iii2) Officer’s and Compliance Certificates: together a letter from such accounting firm, substantially in the form of Exhibit XIII annexed hereto with each delivery of the such changes as are approved by Agent, acknowledging that Lenders will receive such consolidated financial statements in such report and will use such financial statements and report in their credit analyses of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7Subsidiaries;

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders:: FIRST LIEN CREDIT AGREEMENT EXECUTION 64 (ia) Quarterly Financial: as Financial Statements. As soon as available available, and in any event within 45 forty-five (45) days after the end of each of the first three Fiscal QuarterQuarters of each Fiscal Year, the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsa Narrative Report with respect thereto; (iib) Year-End Financial: as Annual Financial Statements. As soon as available available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, (i) the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company Company, and reasonably satisfactory to Administrative Agent, Agent (which report shall be un-qualified, shall express no doubts about the ability unqualified as to going concern and scope of Company and its Subsidiaries to continue as a going concernaudit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered written statement by such financial statements and that such review has not disclosed the existence during or at the end of such accounting periodindependent certified public accountants stating whether, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificatein connection therewith, of any condition or event that constitutes a Default or an Event of Default or Potential Event of Default, orhas come to their attention and, if any such a condition or event existed or existshas come to their attention, specifying the nature and period of existence thereof (it being understood that such audit examination extended only to financial accounting matters and what action Company has taken, is taking and proposes to take that no special or separate investigation was made with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at to the end existence of the applicable accounting periods with the restrictions contained in Section 7any Defaults or Events of Default generally);

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: (a) (i) Quarterly Financial: as soon as available and no later than the date on which such financial statements are filed with the SEC but in any event within no later than 45 days after the end of each Fiscal Quarterof the first three fiscal quarters of each fiscal year, the consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such Fiscal Quarter the first three fiscal quarters of each fiscal year and the related consolidated statements of operationsincome, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for such Fiscal Quarter fiscal quarter and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter, and (ii) promptly when available but in any event no later than 45 days after the end of each of the first three fiscal quarters of each fiscal year, the consolidated balance sheet of the Company and its Subsidiaries as at the end of each fiscal quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, setting forth in each case (under both clauses (i) and (ii) above) in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified (in the case of both clauses (i) and (ii) above) by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company, its Subsidiaries or the Company and its Subsidiaries Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (iib) Year-End Financial: as soon as available (i) no later than the date on which such financial statements are filed with the SEC and in any event within no later than 90 days after the end of each Fiscal Yearfiscal year, the audited consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of each fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, (ii) promptly when available but in any event no later than 90 days after the end of each fiscal year, the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of operationsincome, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case (under both clauses (i) and (ii) above) in comparative form the corresponding figures for the previous Fiscal Yearfiscal year, with all in reasonable detail and certified (in the case of both clauses (i) and (ii) above) by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company and its Subsidiaries as at the end of such fiscal year and the results of their operations and their cash flows for such fiscal year and (iii) in the case of both clauses (i) and (ii) above, a report thereon of PricewaterhouseCoopers LLP or other a firm of independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentthe Company, which report shall be un-qualifiedunqualified as to the scope of audit or as to the going concern status of the Company, shall express no doubts about its Subsidiaries or the ability of Company and its Subsidiaries to continue Subsidiaries, as the case may be (in either case, taken as a going concernwhole), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position condition of the Company, its Subsidiaries or the Company and its Subsidiaries Subsidiaries, as the case may be, as at the dates indicated end of such fiscal year and the results of their operations and their cash flows for the periods indicated such fiscal year in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of the Company and its Subsidiaries pursuant to subdivisions (ia) and (iib) above, (a) an Officer’s a Compliance Certificate of the Company (i) stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer applicable Responsible Officer does not have knowledge of the existence existence, as at the date of such Officer’s Compliance Certificate, of any condition or event that constitutes an Event of a Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; and (bii) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the covenants set forth in Section 8.06 and with any specific dollar amounts specified in respect of any restrictions contained in any other provisions of Article VIII (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); and (iii) setting forth any change in the identity of any of the Subsidiaries of the Company since the Effective Date (or, if applicable, since the date of the most recent Compliance Certificate delivered to Lenders in accordance with this clause (c)); (d) together with each delivery of consolidated financial statements of the Company and its Subsidiaries pursuant to Section 77.01(b) above, a written statement by the independent certified public accountants giving the report thereon stating whether, in connection with their audit examination, any condition or event that constitutes an Event of Default under Section 8.06 has come to their attention and, if such a condition or event has come to their attention, specifying the nature thereof, except to the extent that the delivery of such statement would be prohibited by professional auditing standards applicable to such matters; (e) promptly after the transmission thereof by the Company or any of its Subsidiaries to the SEC, copies of any filings on Form 10-K, 10-Q, or 8-K and any effective registration statements (and, upon the effectiveness thereof, any material amendments thereto) filed with the SEC (but not any exhibits to any such registration statement or amendment (except as provided below) or any registration statement on Form S-8), and copies of all financial statements, proxy statements, notices and reports that the Company or any of its Subsidiaries actually sends to the holders of any publicly-issued securities of the Company or any of its Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to Lenders pursuant to this Agreement and in each case including, to the extent requested by Administrative Agent, any schedules and exhibits thereto), in each case as so transmitted to the SEC; (f) promptly upon any Responsible Officer of the Company obtaining actual knowledge of any condition or event that constitutes a Default or an Event of Default, a written notice specifying the nature and period of existence of such condition or event, and what action the Company has taken, is taking and proposes to take with respect thereto; (g) promptly upon any Responsible Officer of the Company obtaining actual knowledge of (i) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries (collectively, “Proceedings”) not previously disclosed in writing by the Company to Lenders or any material development in any Proceeding that, in any such case, could reasonably be expected to give rise to a Material Adverse Effect, written notice thereof together with such other information as may be reasonably available to the Company to enable Lenders and their counsel to evaluate such matters; (h) promptly upon any Responsible Officer of the Company obtaining knowledge of the occurrence or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof and what action the Company, any of its Subsidiaries or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; promptly upon receipt thereof, copies of any notice received by the Company, any of its Subsidiaries or any ERISA Affiliate from the IRS, the Department of Labor or the PBGC or from a Multiemployer Plan sponsor concerning any ERISA Event; (i) [Reserved]; (j) promptly upon any Responsible Officer of the Company obtaining knowledge of any one or more of the following environmental matters the existence of which, either individually or when aggregated with all other such matters, would reasonably be expected to result in a Material Adverse Effect, a written notice specifying in reasonable detail the nature thereof: (1) any pending or threatened Environmental Claim against the Company or any of its Subsidiaries or any land, buildings and improvements owned or leased by the Company or any of its Subsidiaries (but excluding all operating fixtures and equipment, whether or not incorporated into improvements) (collectively, “Real Estate”); (2) any condition or occurrence that (x) results in noncompliance by the Company or any of its Subsidiaries with any applicable Environmental Law or (y) could reasonably be anticipated to form the basis of an Environmental Claim against the Company or any of its Subsidiaries or any Real Estate; (3) any condition or occurrence on any Real Estate that could reasonably be anticipated to cause such Real Estate to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Estate under any Environmental Law; or (4) the taking of any removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any Real Estate; (k) promptly upon any Responsible Officer of the Company obtaining actual knowledge thereof, written notice of: (1) any announcement by Moody’s, S&P or Fitch of any change in a Debt Rating; (2) any change in accounting policies or financial reporting practices by the Company or any Subsidiary that has a material impact on the consolidated financial statements of the Company and its Subsidiaries; (3) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (A) breach or non-performance of, or any default under, a Contractual Obligation of the Company or any Subsidiary; or (B) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; (l) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification; and (m) with reasonable promptness, (i) such other information and data with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested by the Administrative Agent on its own behalf or on behalf of Required Lenders and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred to therein and stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to this Section shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.01(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Company shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) 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. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or J.▇. ▇▇▇▇▇▇ Securities LLC will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, J.▇. ▇▇▇▇▇▇ Securities LLC and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and J.▇. ▇▇▇▇▇▇ Securities LLC shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

Financial Statements and Other Reports. Company will maintain(a) From and after the Closing Date, and Spirit shall furnish or cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices be furnished to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lendersthe Trustee: (i) Quarterly Financial: as soon as available and in any event within 45 ninety (90) days after the end of each Fiscal Quarterfiscal year (commencing with the fiscal year ending December 31, 2024, the consolidated balance sheet and related statement of income and cash flows of the Reporting Entity (as defined below), showing the financial condition of the Reporting Entity on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, the consolidated statement of the Reporting Entity to be audited for the Reporting Entity by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Reporting Entity on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if the Reporting Entity shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via EDGAR or any similar successor system; (ii) within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending March 31, 2025), the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal QuarterReporting Entity, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, showing the financial condition of Company and its Subsidiaries the Reporting Entity on a consolidated basis as at of the dates indicated close of such fiscal quarter and the results of their operations during such fiscal quarter and their cash flows for the periods indicatedthen elapsed portion of the fiscal year, each certified by a Responsible Officer of the Reporting Entity as fairly presenting in all material respects the financial condition and results of operations of the Reporting Entity on a consolidated basis in accordance with GAAP, subject to changes resulting from audit and normal year-end adjustmentsaudit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if the Reporting Entity shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via EDGAR or any similar successor system; and (iii) within ninety (90) days after the end of the fiscal year (commencing with the fiscal year ending December 31, 2024), a certificate of a Responsible Officer of Spirit certifying that, to the knowledge of such Responsible Officer, no Cash Trap Event or Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such Cash Trap Event or Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (iiiv) Year-End Financial: as soon as available and in any event within 90 (A) ninety (90) days after the end of each Fiscal Yearfiscal year (commencing with the fiscal year ending December 31, 2025, and (B) forty-five (45) days after the consolidated balance sheets end of Company and its Subsidiaries each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending March 31, 2025), a certificate of a Responsible Officer of Spirit demonstrating in reasonable detail compliance with Section 4.15 as at of the end of such Fiscal Year preceding fiscal quarter; provided that, in the case of the compliance certificate delivered for the fiscal quarter ending March 31, 2025, such compliance certificate shall demonstrate compliance with Section 4.15 for the period from the Closing Date through and including March 31, 2025; (v) no later than each Determination Date with respect to each Quarterly Reporting Period, a certificate of a Responsible Officer of Spirit (which may be the Payment Date Statement), (i) setting forth the name of each new Material Free Spirit Agreement entered into as of such date and each of the parties thereto, (ii) certifying compliance with deposit requirements under the Transaction Documents with respect to such Free Spirit Agreements, (iii) verifying that 90% of all Free Spirit Program Revenues for such Quarterly Reporting Period were deposited directly into the Loyalty Collection Account, and (iv) certifying whether there has been any Material Modification to any Material Free Spirit Agreement and, if there has been, specifying the date of such Material Modification and the Material Free Spirit Agreement to which such Material Modification applied and certifying that the Material Modification was made in compliance with this Indenture; (vi) on each Determination Date, a Payment Date Statement to the Trustee. The Trustee may, prior to the related consolidated statements Payment Date, provide notice to the Co-Issuers of operationsany information contained in the Payment Date Statement that the Trustee believes to be incorrect. If the Trustee provides such a notice, changes the Co-Issuers shall use their reasonable efforts to resolve the discrepancy and provide an updated Payment Date Statement on or prior to the related Payment Date. If the discrepancy is not resolved and a replacement Payment Date Statement is not received by the Trustee prior to the payment of Available Funds on the related Payment Date pursuant to Section 4.01 and it is later determined that the information identified by the Trustee as incorrect was in stockholders’ equity fact incorrect and cash flows of Company and its Subsidiaries such error resulted in a party receiving a smaller distribution on the Payment Date than they would have received had there not been such an error, then the Co-Issuers shall indemnify such party for such Fiscal Yearshortfall. For the avoidance of doubt and, setting forth notwithstanding anything to the contrary in each case this Indenture or in comparative form any Collateral Document, the corresponding figures for the previous Fiscal YearTrustee shall have no obligation to inquire into, investigate, verify or perform any calculations in connection with a report thereon Payment Date Statement or notice from the Trustee in respect of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company the same; it being understood and satisfactory to Administrative Agent, which report agreed that the Trustee shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries entitled to continue as a going concernconclusively rely, and shall state that such consolidated financial statements fairly presentnot be liable for so relying, in all material respects, on the consolidated financial position of Company and its Subsidiaries as at the dates indicated Payment Date Statement last received by it on or prior to each Payment Date and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants Trustee shall have no obligation, responsibility or liability in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsany indemnification payment of the Co-Issuers pursuant to the immediately preceding sentence; (iiivii) Officer’s and Compliance Certificates: together with each delivery promptly after the occurrence thereof, written notice of the consolidated financial statements termination of Company and its Subsidiaries a Plan of Spirit pursuant to subdivisions Section 4042 of ERISA to the extent such termination would constitute an Event of Default; and (iviii) and (ii) abovepromptly after the Chief Financial Officer or the Treasurer of Spirit becoming aware of the occurrence of a Default, (a) a Cash Trap Event or an Event of Default that is continuing, an Officer’s Certificate specifying such Default, Cash Trap Event or Event of Company stating that the signer has reviewed the terms of this Agreement Default and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company what action Spirit and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during are taking or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes propose to take with respect thereto; and . (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at To the end extent not satisfied by this Section 4.17, for so long as any of the applicable accounting periods Notes remain outstanding during any period when the Reporting Entity is not subject to Section 13 or 15(d) of the Exchange Act, the Co-Issuers shall furnish to Holders, prospective investors and securities analysts, upon the requests of such Holders, prospective investors or securities analysts, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (c) In no event shall the Trustee be entitled to inspect, receive and make copies of materials (except in connection with any enforcement or exercise of remedies in the case of clause (i)) (i) that constitute non registered Intellectual Property, Excluded Intellectual Property, non-financial Trade Secrets (including the Free Spirit Customer Data) or non-financial proprietary information, (ii) in respect of which disclosure to the Trustee, the Collateral Agent or any Holder (or their respective representatives or contractors) is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (iii) that are subject to attorney client or similar privilege or constitute attorney work product. (d) Information required to be delivered pursuant to this Indenture to the Trustee pursuant to Section 4.17(a)(i) through Section 4.17(a)(viii) may be made available by the Trustee to the Holders by posting such information on the Trustee’s website on the Internet at http://wilmingtontrustconnect.com. Information required to be delivered pursuant to this Indenture shall be deemed to have been delivered to the Trustee on the date on which Spirit provides written notice to the Trustee that such information has been posted on Spirit’s general commercial website on the Internet (to the extent such information has been posted or is available as described in such notice), as such website may be specified by Spirit to the Trustee from time to time, and shall be in a format which is suitable for transmission. (e) Delivery of reports, information, appraisals, and documents to the Trustee is for informational purposes only and its receipt of such reports, information, appraisals, and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance by any Co-Issuer, Guarantor or any other Person with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report, appraisal, or other information delivered, filed or posted under or in connection with this Indenture, the other Transaction Documents or the transactions contemplated thereunder. The Trustee has no duty to monitor or confirm, on a continuing basis or otherwise, the Obligors’ compliance with this Article 4 or with respect to matters disclosed in any reports or other documents filed with the restrictions contained SEC or EDGAR or any website under this Indenture, or participate in any conference calls. (f) The financial statements, information and other documents required to be provided as described in Sections 4.17(a)(i), 4.17(a)(ii), 4.17(b), 4.17(d) and 4.17(e) may be those of (i) Spirit or (ii) any direct or indirect parent of Spirit, including the Holdco Guarantor (any such entity described in clause (i) or (ii) that provides such financial statements, information or other documents, the “Reporting Entity”), so long as, in the case of clause (ii), such direct or indirect parent of Spirit shall comply Section 7;4.36 or (2) the financial information so delivered shall be accompanied by a reasonably detailed description of the quantitative differences between the information relating to such parent, on the one hand, and the information relating to Spirit and its Subsidiaries on a standalone basis, on the other hand.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company The Borrower will deliver to Administrative Agent and Lendersthe Lender: (i) Quarterly Financial: as soon as available and in any event within 45 days after the end of each Fiscal Quarter, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event 5.1.1. within 90 days after the end of each Fiscal Year, the consolidated balance sheets sheet of Company the Borrower and its Consolidated Subsidiaries as at of the end of such REVOLVING LOAN AGREEMENT 36 Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows flow of Company the Borrower and its Consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures consolidated or combined figures, as the case may be, for the previous Fiscal Year, with all in reasonable detail and accompanied by a report thereon of PricewaterhouseCoopers Deloitte & Touche LLP or other independent certified public accountants of recognized national standing selected by Company the Borrower and reasonably satisfactory to Administrative Agentthe Lender, which report shall be un-qualified, shall express no doubts about unqualified (except for qualifications that the ability of Company and Lender does not consider Material in its Subsidiaries to continue as a going concern, reasonable discretion) and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company the Borrower and its Consolidated Subsidiaries as at the dates date indicated and the results of their operations and their cash flows flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; 5.1.2. within 25 days after the end of each month, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such month and the related combined statements of income and cash flow of the Borrower and its Consolidated Subsidiaries for such month and the portion of the Fiscal Year ended at the end of such month, setting forth in each case in comparative form the consolidated or combined figures, as the case may be, for the corresponding periods of the prior Fiscal Year, all in reasonable detail and in conformity with GAAP (iiiexcept as otherwise stated therein), together with a representation by the Borrower's chief financial officer, as of the date of such financial statements, that such financial statements have been prepared in accordance with GAAP (PROVIDED, HOWEVER, that such financial statements may not include all of the information and footnotes required by GAAP for complete financial information) Officer’s and Compliance Certificates: reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the financial information contained therein; 5.1.3. together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions clauses (ia) and (iib) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail certificate of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such chief financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge officer of the existence as at Borrower, in substantially the form of EXHIBIT C-4 (a "Compliance Certificate"), duly completed and setting forth the calculations required to establish whether the Borrower was in compliance with Sections 6.2 and 6.3 on the date of such Officer’s Certificatefinancial statements; 5.1.4. promptly, and in any event no more than 3 days, after the Borrower becomes aware of the occurrence of any condition Property-Specific Breach or event that constitutes an Event of any Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying a certificate of a Senior Officer of the nature and period of existence Borrower setting forth the details thereof and what the action Company has taken, which the Borrower is taking and or proposes to take with respect thereto; ; 5.1.5. contemporaneously with their being filed with the SEC, copies of all financial statements, reports, notices and proxy statements sent or made available by the Borrower to its security holders, all registration statements (other than the exhibits thereto) and annual, quarterly, monthly or other reports, if any, filed by the Borrower with the SEC (other than reports under Section 16 of the Securities Exchange Act of 1934, as REVOLVING LOAN AGREEMENT 37 amended) and all press releases by the Borrower concerning material developments in the business of the Borrower; 5.1.6. promptly, and in any event no more than 3 days, after the Borrower obtains knowledge thereof, notice of all litigation or proceedings commenced or threatened affecting the Borrower or any Subsidiary in which there is a reasonable possibility of an adverse decision and (a) which involves alleged liability in excess of $500,000 (in the aggregate) which is not covered by insurance, (b) in which injunctive or similar relief is sought which if obtained could have a Compliance Certificate demonstrating Material Adverse Effect or could constitute or result in reasonable detail compliance during a Property-Specific Event or (c) which questions the validity or enforceability of any Loan Document; 5.1.7. for each Unencumbered Asset held in the Unencumbered Pool and at for each Collateral Property: 5.1.7.1. within 90 days after the end of each Fiscal Year, a property budget with respect to such Unencumbered Asset or Collateral Property for the applicable accounting periods next Fiscal Year; 5.1.7.2. within 25 days after the end of each month, an operating statement for the twelve month period then ended, and a rent roll and lease status report with respect to such Unencumbered Asset or Collateral Property, and 5.1.7.3. promptly following the restrictions contained Lender's request therefor, a certificate of insurance showing the existence of hazard insurance on the Unencumbered Asset or Collateral Property, which insurance shall be in Section 7form and substance satisfactory to the Lender; 5.1.8. promptly after the receipt thereof, a copy of any notice, summons, citation or written communication concerning any actual, alleged, suspected or threatened Material violation of Environmental Requirements, or Material liability of the Borrower or any Subsidiary for Environmental Damages in connection with its Real Property or past or present activities of any Person thereon or Material Environmental Event; and 5.1.9. from time to time such additional information regarding the financial position or business of the Borrower and the Consolidated Subsidiaries as the Agent may reasonably request.

Financial Statements and Other Reports. The Company will maintain, and cause each of its the Company's Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver to Administrative Agent and Lenderseach Noteholder: (i) Quarterly FinancialMonthly Financials: as soon as available and in any event within 45 30 days after the end of each Fiscal Quartermonth, the consolidated and consolidating balance sheets of the Company and its the Company's Subsidiaries as at the end of such Fiscal Quarter fiscal period and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of the Company and its the Company's Subsidiaries for such Fiscal Quarter fiscal period and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal period, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared for such fiscal period, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company and its the Company's Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Quarterly Financials: as soon as available and in any event within 45 days after the end of each Fiscal Quarter, (a) the consolidated and consolidating balance sheets of the Company and the Company's Subsidiaries AS at the end of such Fiscal Quarter and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of the Company and the Company's Subsidiaries for such Fiscal Quarter and for the period from the beginning of then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company and the Company's Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of the Company and the Company's Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (iii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated and consolidating balance sheets of the Company and its the Company's Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of the Company and its the Company's Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company and the Company's Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of the Company and the Company's Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year, with and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP a nationally recognized accounting firm or other independent certified public accountants of recognized national standing selected by the Company and satisfactory to Administrative Agentthe Required Holders, which report shall be un-qualifiedunqualified, shall express no doubts about doubts, assumptions or qualifications concerning the ability of the Company and its the Company's Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Company and its the Company's Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Prior to a Qualified IPO or the date on which the Company will maintainbecomes a reporting company pursuant to Section 12 or Section 15(c) of the Exchange Act, so long as a Purchaser and cause each its Affiliates and Associates beneficially own at least 15% of its Subsidiaries the shares of Series C Preferred Stock and/or Series D Preferred Stock originally purchased by such Purchaser hereunder (or the Common Stock or Non-Voting Common Stock issuable upon conversion thereof) (subject to maintainadjustment for stock splits, a system of accounting established stock dividends, recapitalizations and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders:similar transactions): (i) Quarterly Financial: The Company will, as soon as available practicable and in any event within 45 30 days after the end of each Fiscal Quartermonth (other than the last month of any quarterly period) in each fiscal year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related furnish to each Purchaser unaudited consolidated statements of operationsnet income, cash flows and changes in consolidated stockholders’ ' equity and cash flows of the Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quartermonth, and a consolidated balance sheet of the Company as of the end of such month, setting forth in each case in comparative form figures for the corresponding month or date in the preceding fiscal year and a comparison of such data with the Company's budget for such month, all in reasonable detail and certified by the Chief Financial Officer of the Company, subject to changes resulting from year-end adjustments. (ii) The Company will, as soon as practicable and in any event within 30 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, furnish to each Purchaser unaudited consolidated statements of net income, cash flows and changes in stockholders' equity of the Company for the period from the beginning of the then-current fiscal year to the end of such quarterly period, and the consolidated balance sheet of the Company as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year and a comparison of such data with the Company's budget for such quarter, all in reasonable detail and certified by the Chief Financial Officer of the Company, subject to changes resulting from year-end adjustments. (iii) The Company will, as soon as practicable and in any event within 90 days after the end of each fiscal year, furnish to each Purchaser audited consolidated statements of net income, cash flows and changes in stockholders' equity of the Company for such year, and a consolidated balance sheet of the Company as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year and a comparison of such data with the Company's budget for the corresponding periods of the previous Fiscal Yearsuch year, all in reasonable detail and certified examined and reported on by a "Big Five" firm of independent public accountants selected by the chief Company. (iv) The Company will, as soon as practicable and in any event within 30 days, furnish to each Purchaser copies of all correspondence received by the Company from, or sent by the Company to, its external auditors. (v) The Company will promptly furnish to each Purchaser copies of any compliance certificates furnished to lenders or lessors of the Company and its Subsidiaries. (vi) The Company will prepare an annual capital and operating budget for each calendar year which shall be submitted to and approved by the Board of Directors of the Company not later than December 1 of the immediately preceding calendar year. (vii) The Company will, as soon as practicable and in any event within 30 days of June 30 and December 31 of each year, provide Purchasers with a management report reviewing the Company's performance with the Company's business plan and expense budget for that period, a discussion of trends in the Company's business and relevant industry developments, and management view concerning the Company's outlook. (viii) The Company will, with reasonable promptness, furnish to each Purchaser such other financial officer and other data of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;Purchaser may reasonably request.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company The Borrower -------------------------------------- will deliver to Administrative Agent and Lendersthe Agent: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 ninety (90) days after the end of each Fiscal QuarterYear of Holdings, the consolidated and consolidating balance sheets of Company Holdings and its Subsidiaries as at of the end of such Fiscal Quarter year and the related consolidated (and, except as to statements of operationsstockholders' equity, changes in consolidating) statements of income, stockholders’ ' equity and cash flows flow of Company the Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified by (i) in the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end case of such Fiscal Year and the related consolidated statements of operationsfinancial statements, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a accompanied by an unqualified report thereon of PricewaterhouseCoopers ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent certified public accountants of recognized national standing selected by Company the Borrower and satisfactory to Administrative Agentthe Lender, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company Holdings and its Subsidiaries as at the dates date indicated and the results of their operations and their cash flows flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, and (ii) in the case of such consolidating financial statements, certified by the Chief Financial Officer or Chief Accounting Officer of Holdings as being fairly stated in all material respects when considered in relation to the audited consolidated financial statements of the Holdings, provided that the -------- Borrower shall be required to deliver such consolidating balance sheets and statements of income and cash flow as to Holdings and its Reporting Subsidiaries; (iiib) Officer’s as soon as practicable and Compliance Certificates: in any event within thirty (30) days after the end of each Fiscal Quarter, a consolidated balance sheet of Holdings and its Reporting Subsidiaries as at the end of such quarter and the related consolidated statement of income of Holdings and its Subsidiaries for such quarter and the portion of Holdings' fiscal year ended at the end of such quarter, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the prior fiscal year, all in reasonable detail and certified by Holdings' Chief Financial Officer or Chief Accounting Officer as fairly presenting the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated, subject to normal year-end adjustment; (c) together with each delivery of the consolidated financial statements of Company Holdings and its Subsidiaries pursuant to subdivisions subsections (a) and (b) above, a certificate of the Chief Financial Officer and the Secretary of Holdings (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has such officers have reviewed the terms of this Agreement the Loan Documents and has have made, or have caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of Company the Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence of any Default or Event of Default during or at the end of such accounting period, period and that the signer does such officers do not have knowledge of the existence existence, as at the date of such Officer’s Certificatecertificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition they do have knowledge that a Default or event an Event of Default existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and taking, or proposes to take with respect thereto; , and (bii) setting forth the calculations required to establish whether the Borrower was in compliance with Section 6.06, on the date of such financial statements; Third Amended and Restated Senior Secured Credit Agreement (d) together with each delivery of consolidated financial statements of Holdings and its Subsidiaries pursuant to subsection (a) above, and so long as and to the extent not contrary to the then current recommendations of the American Institute of Certified Public Accountants, a Compliance Certificate demonstrating written statement by the independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the Notes as they relate to accounting matters, (ii) stating whether in connection with their audit examination, any Default or Event of Default has come to their attention and, if so, specifying the nature and period of existence thereof, and (iii) confirming the calculations set forth in the officer's certificate delivered simultaneously therewith pursuant to subsection (c) above; (e) immediately upon any Responsible Officer becoming aware thereof, notice of any Default or Event of Default, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; (f) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available by Holdings or the Borrower to its security holders, all registration statements (other than the exhibits thereto) and annual, quarterly or monthly reports, if any, filed by Holdings with the SEC; (g) promptly upon becoming aware of the occurrence of (i) any Reportable Event, (ii) any "prohibited transaction," as such term is defined in Section 4975 of the Code (which prohibited transaction could subject any member of the Controlled Group (including ERISA Affiliates) to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code in connection with any Plan (or any trust created thereunder)), (iii) any assertion of withdrawal liability of any Multiemployer Plan, (iv) any partial or complete withdrawal (by the Borrower or an ERISA Affiliate) under Title IV of ERISA (or assertion thereof), (v) any cessation of operations (by the Borrower or an ERISA Affiliate) at a facility in the circumstances described in Section 4068(f) of ERISA, (vi) the withdrawal by the Borrower or an ERISA Affiliate from a Multi-Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (vii) the failure by the Borrower or any ERISA Affiliate to make a payment to a Plan required under Section 302(f)(1) of ERISA, which section imposes a lien for failure to make required payments, or (viii) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; (h) promptly, copies of (i) all notices received by any member of the Controlled Group of the PBGC's intent to terminate any Plan administered or maintained by the Borrower or its ERISA Affiliates or to have a trustee appointed to administer any such Plan and (ii) at the request of the Agent each annual report (IRS Form 5500 Series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Borrower or its ERISA Affiliates, and schedules showing the amounts contributed to each such Plan by or on behalf of the Borrower or its Subsidiaries in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any member of the Controlled Group with the IRS with respect to each such Plan; (i) promptly after the Borrower obtains knowledge thereof, notice of all litigation or proceedings commenced or threatened affecting the Borrower in which there is a reasonable detail compliance during possibility of an adverse decision and at (i) which involves alleged liability in excess of $1,000,000, (ii) in which injunctive or similar relief is sought which if obtained could have a material adverse effect on the business, assets, prospects, results of operation or financial condition of the Borrower and its Subsidiaries taken as a whole or (iii) which questions the validity or enforceability of any Loan Document or Acquisition Document; (j) promptly upon receipt thereof, copies of all final reports or letters submitted to the Borrower by its independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Borrower or its Subsidiaries made by such accountants, including, Third Amended and Restated Senior Secured Credit Agreement without limitation, any management report, and the Borrower agrees to obtain such a report in connection with each of its annual audits; (k) upon request by the Agent, an appraisal of all Real Property of the Borrower and its Subsidiaries (including both fee and leasehold interests), performed by an appraiser of recognized national standing selected by the Borrower and satisfactory to the Required Lenders, which appraisal shall set forth the fair market value and orderly liquidation value of the Real Property and equipment and shall otherwise be in form and substance satisfactory to the Required Lenders; (l) promptly upon receipt or availability thereof, a copy of any notices or reports received or sent to any Person in connection with Subordinated Debt and a copy of any amendment or supplement to, or material extension, renewal or waiver with respect to, any of the documents or instruments governing Subordinated Debt; (m) promptly after the availability thereof, copies of all amendments to the certificate of incorporation or bylaws of the Borrower and any of its Subsidiaries; (n) promptly after the receipt thereof, a copy of any notice, summons, citation, letter or other communication concerning any actual, alleged, suspected or threatened violation of Environmental Requirements, or liability of the Borrower or any of its Subsidiaries for Environmental Damages in connection with its Real Property or past or present activities of any Person thereon; (o) as soon as practicable and in any event within forty-five (45) days after the end of each Fiscal Quarter, or more frequently if requested by the applicable accounting periods with Lender, a report of all Investments made in such Fiscal Quarter pursuant to Section 6.04, the restrictions contained amount of such Investments and a summary, in Section 7;reasonable detail, of the Borrower's good faith estimate of the fair value of all Investments made to the end of such Fiscal Quarter; and (p) from time to time such additional information regarding the financial position or business of the Borrower and its Subsidiaries as the Lender may request.

Financial Statements and Other Reports. Company ChipPAC will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company ChipPAC will deliver to the Administrative Agent (and Lenders:the Administrative Agent shall deliver to each Lender): (i) Quarterly FinancialMonthly Financials: as soon as available and in any event within 45 ------------------ thirty (30) days after the end of each month, commencing September 30, 1999 (but not, in any case, for any month in which a Fiscal QuarterQuarter ends), the consolidated balance sheets sheet of Company ChipPAC and its Subsidiaries as at the end of such Fiscal Quarter month and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries ChipPAC for such Fiscal Quarter month and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearmonth, all in reasonable detail and certified by the chief a principal financial officer of Company ChipPAC that they fairly present, in all material respects, the financial condition of Company ChipPAC and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsadjustments and the absence of footnotes; (ii) Year-End FinancialQuarterly Financials: as soon as available and in any event -------------------- within 90 forty-five (45) days after the end of each Fiscal Quarter commencing with the Fiscal Quarter ending September 30, 1999, (a) the consolidated balance sheets of ChipPAC and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income and consolidated statement of cash flows of ChipPAC and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth, in the case of statements of income only, in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (except to the extent such comparative information is not available for the one-year period prior to the Closing Date) and the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to subsection 6.1(xiii), all prepared in accordance with the GAAP and in reasonable detail and certified by the chief executive officer or chief financial officer of ChipPAC that they fairly present, in all material respects, the financial condition of ChipPAC and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes; and (b) a narrative report; (iii) Year-End Financials: as soon as available and in any event ------------------- within ninety (90) days after the end of each Fiscal Year, (a) the consolidated balance sheets of Company ChipPAC and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity income and consolidated statement of cash flows of Company ChipPAC and its Subsidiaries for such Fiscal Year, setting forth forth, in each the case of statements of income only, in comparative form the corresponding figures for the previous Fiscal Year (except to the extent such comparative information is not available for the one-year period prior to the Closing Date) and the corresponding figures from the consolidated plan and financial forecast delivered pursuant to subsection 6.1(xiii) for the Fiscal Year covered by such financial statements, all prepared in accordance with the GAAP and in reasonable detail and certified by the chief executive officer or chief financial officer of ChipPAC that they fairly present, in all material respects, the financial condition of ChipPAC and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated; (b) a narrative report describing the operations of ChipPAC and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year; provided, however, that ChipPAC may -------- ------- deliver to Administrative Agent in lieu of such narrative report, copies of the report filed by ChipPAC with the Securities and Exchange Commission on Form 10-K in respect of such Fiscal Year; and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company ChipPAC and reasonably satisfactory to the Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability unqualified as to going concern and scope of Company and its Subsidiaries to continue as a going concernaudit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company ChipPAC and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintainIf at any time Iterated does -------------------------------------- not have a class of equity securities registered under Section 12 of the Exchange Act, and cause each so long as MCI or its Affiliates are the Holders of its Subsidiaries any of the Warrants, Iterated shall furnish to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lendersthe Holders: (ia) Quarterly Financial: as As soon as available and in any event within 45 forty-five (45) days after the end of each Fiscal Quarterfiscal quarter of Iterated (except for the fourth fiscal quarter), the consolidated balance sheets of Company and Iterated its Subsidiaries subsidiaries as at the end of such Fiscal Quarter fiscal quarter and the related consolidated statements of operations, changes in stockholders’ equity income and retained earnings and cash flows of Company flow statements for Iterated and its Subsidiaries subsidiaries for such Fiscal Quarter fiscal quarter and for the period from commencing at the beginning end of the then current Fiscal Year to previous fiscal year and ending with the end of such Fiscal Quarter, fiscal quarter setting forth in each case in comparative form the corresponding figures for the corresponding periods period of the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and duly certified (subject to normal year-end audit adjustment) by the chief financial officer of Company that they fairly present, Iterated as having been prepared in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments;accordance with generally accepted accounting principles. (iib) Year-End Financial: as As soon as available and in any event within 90 forty-five (45) days after the end of each Fiscal Yearfiscal quarter of Iterated, a certificate detailing the ownership of the Capital Stock of Iterated and the issuance of Capital Stock or warrants, options, convertible securities or other similar rights to purchase Capital Stock during the prior fiscal quarter, duly executed on behalf of Iterated by its chief financial officer. (c) As soon as available and in any event within ninety (90) days after the end of each fiscal year of Iterated, a copy of the annual audit report for such fiscal year for Iterated, including the consolidated balance sheets of Company Iterated and its Subsidiaries subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of operations, changes in stockholders’ equity income and retained earnings and cash flows of Company flow statements for Iterated and its Subsidiaries subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;fiscal year. (iiid) Officer’s Such other information and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant documents as MCI may from time to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;time reasonably request.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) [Intentionally Omitted] (ii) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each fiscal quarter of each Fiscal QuarterYear, (a) the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter fiscal quarter and the related consolidated statements statement of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter fiscal quarter and for the period from the -68- 76 beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such fiscal quarter and for the period from the beginning of the then current Fiscal Year to the end of such fiscal quarter; provided that delivery of Company's Form 10-Q for such fiscal quarter shall be deemed to satisfy the requirements of this subsection 5.1(ii); (iiiii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements statement of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each ; provided that delivery of Company's Form 10-K for such Fiscal Year shall be deemed to satisfy the consolidated financial statements requirements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, clauses (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7this subsection 5.1(iii);

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: (a) (i) Quarterly Financial: as soon as available and no later than the date on which such financial statements are filed with the SEC but in any event within no later than 45 days after the end of each Fiscal Quarterof the first three fiscal quarters of each fiscal year, the consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such Fiscal Quarter the first three fiscal quarters of each fiscal year and the related consolidated statements of operationsincome, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for such Fiscal Quarter fiscal quarter and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter, and (ii) promptly when available but in any event no later than 45 days after the end of each of the first three fiscal quarters of each fiscal year, the consolidated balance sheet of the Company and its Subsidiaries as at the end of each fiscal quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, setting forth in each case (under both clauses (i) and (ii) above) in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified (in the case of both clauses (i) and (ii) above) by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company, its Subsidiaries or the Company and its Subsidiaries Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (iib) Year-End Financial: as soon as available (i) no later than the date on which such financial statements are filed with the SEC and in any event within no later than 90 days after the end of each Fiscal Yearfiscal year, the audited consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of each fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, (ii) promptly when available but in any event no later than 90 days after the end of each fiscal year, the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of operationsincome, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case (under both clauses (i) and (ii) above) in comparative form the corresponding figures for the previous Fiscal Yearfiscal year, with all in reasonable detail and certified (in the case of both clauses (i) and (ii) above) by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company and its Subsidiaries as at the end of such fiscal year and the results of their operations and their cash flows for such fiscal year and (iii) in the case of both clauses (i) and (ii) above, a report thereon of PricewaterhouseCoopers LLP or other a firm of independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentthe Company, which report shall be un-qualifiedunqualified as to the scope of audit or as to the going concern status of the Company, shall express no doubts about its Subsidiaries or the ability of Company and its Subsidiaries to continue Subsidiaries, as the case may be (in either case, taken as a going concernwhole), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position condition of the Company, its Subsidiaries or the Company and its Subsidiaries Subsidiaries, as the case may be, as at the dates indicated end of such fiscal year and the results of their operations and their cash flows for the periods indicated such fiscal year in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of the Company and its Subsidiaries pursuant to subdivisions (ia) and (iib) above, (a) an Officer’s a Compliance Certificate of the Company (i) stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer applicable Responsible Officer does not have knowledge of the existence existence, as at the date of such Officer’s Compliance Certificate, of any condition or event that constitutes an Event of a Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; and (bii) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the covenants set forth in Section 8.06 and with any specific dollar amounts specified in respect of any restrictions contained in any other provisions of Article VIII (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); and (iii) setting forth any change in the identity of any of the Subsidiaries of the Company since the Effective Date (or, if applicable, since the date of the most recent Compliance Certificate delivered to Lenders in accordance with this clause (c)); (d) together with each delivery of consolidated financial statements of the Company and its Subsidiaries pursuant to Section 77.01(b) above, a written statement by the independent certified public accountants giving the report thereon stating whether, in connection with their audit examination, any condition or event that constitutes an Event of Default under Section 8.06 has come to their attention and, if such a condition or event has come to their attention, specifying the nature thereof, except to the extent that the delivery of such statement would be prohibited by professional auditing standards applicable to such matters; (e) promptly after the transmission thereof by the Company or any of its Subsidiaries to the SEC, copies of any filings on Form 10-K, 10-Q, or 8-K and any effective registration statements (and, upon the effectiveness thereof, any material amendments thereto) filed with the SEC (but not any exhibits to any such registration statement or amendment (except as provided below) or any registration statement on Form S-8), and copies of all financial statements, proxy statements, notices and reports that the Company or any of its Subsidiaries actually sends to the holders of any publicly-issued securities of the Company or any of its Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to Lenders pursuant to this Agreement and in each case including, to the extent requested by Administrative Agent, any schedules and exhibits thereto), in each case as so transmitted to the SEC; (f) promptly upon any Responsible Officer of the Company obtaining actual knowledge of any condition or event that constitutes a Default or an Event of Default, a written notice specifying the nature and period of existence of such condition or event, and what action the Company has taken, is taking and proposes to take with respect thereto; (g) promptly upon any Responsible Officer of the Company obtaining actual knowledge of (i) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries (collectively, “Proceedings”) not previously disclosed in writing by the Company to Lenders or any material development in any Proceeding that, in any such case, could reasonably be expected to give rise to a Material Adverse Effect, written notice thereof together with such other information as may be reasonably available to the Company to enable Lenders and their counsel to evaluate such matters; (h) promptly upon any Responsible Officer of the Company obtaining knowledge of the occurrence or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof and what action the Company, any of its Subsidiaries or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; promptly upon receipt thereof, copies of any notice received by the Company, any of its Subsidiaries or any ERISA Affiliate from the IRS, the Department of Labor or the PBGC or from a Multiemployer Plan sponsor concerning any ERISA Event; (i) [Reserved]; (j) promptly upon any Responsible Officer of the Company obtaining knowledge of any one or more of the following environmental matters the existence of which, either individually or when aggregated with all other such matters, would reasonably be expected to result in a Material Adverse Effect, a written notice specifying in reasonable detail the nature thereof: (1) any pending or threatened Environmental Claim against the Company or any of its Subsidiaries or any land, buildings and improvements owned or leased by the Company or any of its Subsidiaries (but excluding all operating fixtures and equipment, whether or not incorporated into improvements) (collectively, “Real Estate”); (2) any condition or occurrence that (x) results in noncompliance by the Company or any of its Subsidiaries with any applicable Environmental Law or (y) could reasonably be anticipated to form the basis of an Environmental Claim against the Company or any of its Subsidiaries or any Real Estate; (3) any condition or occurrence on any Real Estate that could reasonably be anticipated to cause such Real Estate to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Estate under any Environmental Law; or (4) the taking of any removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any Real Estate; (k) promptly upon any Responsible Officer of the Company obtaining actual knowledge thereof, written notice of: (1) any announcement by Moody’s, S&P or Fitch of any change in a Debt Rating; (2) any change in accounting policies or financial reporting practices by the Company or any Subsidiary that has a material impact on the consolidated financial statements of the Company and its Subsidiaries; (3) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (A) breach or non-performance of, or any default under, a Contractual Obligation of the Company or any Subsidiary; or (B) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; (l) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification; and (m) with reasonable promptness, (i) such other information and data with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested by the Administrative Agent on its own behalf or on behalf of Required Lenders and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred to therein and stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to this Section shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.01(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Company shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) 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. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or J.P. Morgan Securities LLC will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, J.P. Morgan Securities LLC and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and J.P. Morgan Securities LLC shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAPgenerally accepted accounting principles in effect from time to time. The Company will deliver to Administrative Agent and Lenders:the Banks (except to the extent otherwise expressly provided below in Section 5.01(b)(ii)): (ia) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each Fiscal Quarter, fiscal quarter ending after the Effective Date in the Company's fiscal year the consolidated balance sheets sheet of the Company and its Subsidiaries consolidated subsidiaries as at the end of such Fiscal Quarter period, and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of the Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth consolidated subsidiaries in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer or controller of the Company that they fairly present, in all material respects, present the financial condition of the Company and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicatedflows, subject to changes resulting from audit and normal year-end adjustments, based on their respective normal accounting procedures applied on a consistent basis (except as noted therein); (iii) Year-End Financial: as soon as available practicable and in any event within 90 days after the end of each Fiscal Year, fiscal year the consolidated balance sheets sheet of the Company and its Subsidiaries consolidated subsidiaries as at the end of such Fiscal Year year and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of the Company and its Subsidiaries consolidated subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability unqualified as to going concern and scope of Company and its Subsidiaries to continue as a going concern, audit and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicated in conformity with GAAP generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise disclosed noted in such financial statementsreport) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiib) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of the Company and its Subsidiaries consolidated subsidiaries pursuant to subdivisions (ia)(i) and (iia)(ii) above, (aA) an Officer’s 's Certificate of the Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her such signer's supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries consolidated subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s the Officers' Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; and (bB) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP during and at the end of the applicable such accounting periods periods) with the restrictions contained in Section 76.03 and, in addition, a written statement of the chief accounting officer, chief financial officer, any vice president or the treasurer or any assistant treasurer of the Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to the Company's compliance with Section 6.03 hereof; (i) promptly upon their becoming available but only to the extent requested by a Bank, copies of all publicly available financial statements, reports, notices and proxy statements sent or made available generally by the Company to its security holders or by any Subsidiary of the Company to its security holders other than the Company or another Subsidiary, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning material developments in the business of the Company and its Subsidiaries; (ii) promptly upon the chairman of the board, the chief executive officer, the president, the chief accounting officer, the chief financial officer, the treasurer or the general counsel of the Company obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.02, or (c) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, an Officer's Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto; and (iii) with reasonable promptness, such other information and data with respect to the Company or any of its subsidiaries as from time to time may be reasonably requested by any Bank. Information required to be delivered pursuant to Sections 5.01(a) and 5.01(b)(ii) above shall be deemed to have been delivered on the date on which the Company provides notice to the Banks that such information has been posted on the Company's website on the Internet at the website address listed on the signature pages hereof, at ▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇ or at another website identified in such notice and accessible by the Banks without charge; provided that (i) such notice may be included in a certificate delivered pursuant to Section 5.01(b) and (ii) the Borrower shall deliver paper copies of the information referred to in Sections 5.01(a) and 5.01(b)(ii) to any Lender which requests such delivery.

Financial Statements and Other Reports. Company The Borrower will maintain, and cause each of its Subsidiaries furnish to maintain, a system of accounting established and administered the Agent -------------------------------------- in accordance with sound business practices sufficient copies for distribution to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) Quarterly Financialthe Banks: as soon as available and in any event within 45 days after the end of the first three fiscal quarters of each Fiscal Quarterfiscal year of the Borrower, the a consolidated balance sheets sheet of Company the Borrower and its Subsidiaries as at of the end of such Fiscal Quarter quarter, and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of Company the Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterquarter, setting forth prepared in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearaccordance with GAAP consistently applied, all in reasonable detail and certified by setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of the treasurer or chief financial officer of Company the Borrower stating that they such financial statements fairly present, in all material respects, present the financial condition of Company the Borrower and its Subsidiaries as at the dates indicated such date and the results of their operations of the Borrower and their cash flows its Subsidiaries for the periods indicatedperiod ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from audit and normal normal, year-end audit adjustments; (ii) Year-End Financial: ; as soon as available and in any event within 90 days after the end of each Fiscal Yearfiscal year of the Borrower, the a consolidated balance sheets sheet of Company the Borrower and its Subsidiaries as at of the end of such Fiscal Year fiscal year, and the related consolidated statements of operationsincome, changes in stockholders’ shareholders' equity and cash flows of Company the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearfiscal year, with accompanied by a report thereon of PricewaterhouseCoopers LLP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC or other another firm of independent certified public accountants of recognized national standing selected by Company and satisfactory acceptable to Administrative Agentthe Majority Banks, which report shall be un-qualified, shall express no doubts about unqualified as to scope of audit or the ability status of Company the Borrower and its Subsidiaries to continue as a going concern, and shall state together with a certificate of such independent public accountants stating that such consolidated financial statements fairly present, in all material respects, (A) their audit examination of the consolidated financial position of Company Borrower and its Subsidiaries has included a review of the terms of this Agreement as at they relate to accounting matters; (B) in the dates indicated and the results course of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination audit examination, which audit was conducted by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; , such accountants have obtained no knowledge that any Default has occurred and is continuing, or, if such Default has occurred and is continuing, indicating the nature thereof; provided that -------- such accountants shall not be liable by reason of any failure to obtain knowledge of any Default that would not be disclosed in the course of their audit examination; and (C) based on their audit examination nothing has come to their attention which causes them to believe that the matters set forth in the Compliance Certificate delivered pursuant to clause (iii) Officer’s for the applicable fiscal year with respect to compliance with the provisions of Section 9.2 and Compliance Certificates: ----------- subsections (f) and (g) of Section 9.4 are not stated in accordance with the ----------- terms of this Agreement; together with each delivery of the consolidated financial statements of Company and its Subsidiaries required pursuant to subdivisions clauses (i) and (ii) above), (a) an Officer’s a Compliance Certificate of Company stating that the signer such officer has reviewed the terms of this Agreement no knowledge that any Default has occurred and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Defaultis continuing, or, if any such condition or event existed or existsDefault has occurred and is continuing, specifying indicating the nature and period of existence thereof and what the action Company has taken, is taking and which the Borrower proposes to take with respect thereto; , and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at as of the end of the applicable accounting periods such fiscal quarter or year compliance with the restrictions contained provisions of Section 9.2 and subsections (f) and (g) of Section 9.4; ----------- ----------- promptly upon receipt thereof, copies of all reports submitted to the Borrower by its independent certified public accountants in Section 7;connection with each annual, interim or special audit examination of the Borrower and its Subsidiaries made by such accountants, including the "management letter" submitted by such accountants to the Borrower in connection with their annual audit; as soon as available and in any event not more than 90 days after the start of each fiscal year of the Borrower and its Subsidiaries, a consolidated financial forecast for the Borrower and its Subsidiaries for such fiscal year and each of the two fiscal years thereafter, including forecasted consolidated balance sheets, consolidated statements of income, shareholders' equity and cash flows of the Borrower and its Subsidiaries, and forecasted capital expenditure and acquisition information which forecast shall (A) state the assumptions used in the preparation thereof, (B) contain such other information as requested by any Bank and (C) be in form satisfactory to the Majority Banks; and promptly after the giving, sending or filing thereof, copies of all reports, if any, which the Borrower or any of its Subsidiaries sends to the holders of its respective capital stock or other securities and of all reports or filings, if any, by the Borrower or any of its Subsidiaries with the Securities and Exchange Commission or any national securities exchange.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will The Borrower shall deliver to Administrative the Agent and (which shall promptly provide copies to each Lender), for the benefit of the Lenders: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end earlier of each Fiscal Quarter, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (iii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal YearYear or (ii) two Business Days after the date the Borrower files its Form 10-K with the SEC, the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at of the end of such Fiscal Year year and the related consolidated statements of operationsearnings, changes in stockholders’ stockholder's equity and cash flows of Company and its Subsidiaries flow for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a all in reasonable detail and accompanied by an unqualified report thereon of PricewaterhouseCoopers Deloitte & Touche LLP or other independent certified public accountants of recognized national standing selected by Company the Borrower and reasonably satisfactory to Administrative Agentthe Required Lenders, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company the Borrower and its consolidated Subsidiaries as at of the dates date indicated and the its results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;. (iiib) Officer’s as soon as practicable and Compliance Certificates: in any event within 60 days after the end of each Fiscal Quarter (other than the last Fiscal Quarter of any Fiscal Year) a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the end of such quarter and the related statements of earnings, stockholder's equity and cash flow for such quarter and the portion of the Fiscal Year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding periods of the prior Fiscal Year, all in reasonable detail and certified by the Borrower's chief financial officer or controller as fairly presenting the financial condition of the Borrower and its consolidated Subsidiaries as of the dates indicated and its results of operations and cash flows for the periods indicated, subject to normal year- end adjustments. (c) together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (iSections 5.1(a) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision5.1(b), a review in reasonable detail certificate of the transactions and condition of Company and its Subsidiaries during chief financial officer or the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge president of the existence Borrower, substantially in the form of Exhibit 5.1(c) (a "Compliance Certificate"), duly executed and completed, setting forth the calculations required to establish compliance with Section 6.3, as at of the date of such Officer’s Certificate, financial statements. The financial statements required by Sections 5.1(a) and 5.1(b) and the Compliance Certificate required by this Section 5.1(c) shall be delivered in printed form. (d) within five Business Days after the Borrower becomes aware of the occurrence of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying a certificate of a Senior Officer of the nature and period of existence Borrower setting forth the details thereof and what the action Company has taken, that the Borrower is taking and or proposes to take with respect thereto; . (e) promptly upon their becoming available, copies of all material reports, notices and proxy statements sent or made available by the Borrower to its security holders, and all material registration statements (bother than the exhibits thereto) a Compliance Certificate demonstrating in reasonable detail compliance during and at annual, quarterly or monthly reports, if any, filed by the end Borrower with the SEC. (f) within five Business Days after the Borrower becomes aware of the applicable accounting periods occurrence of an ERISA Event, a statement of a Senior Officer of the Borrower setting forth the details thereof and the action that the Borrower is taking or proposes to take with respect thereto, together with a copy of the restrictions contained in Section 7;notice, if any, of such event given or required to be given to the PBGC; within five days of the date the Borrower or any member of the Controlled Group becomes obliged to make or accrue a contribution to a Multiemployer Plan, a statement of a Senior Officer of the Borrower setting forth the details thereof and the action that the Borrower is taking or proposes to take with respect thereto. (g) within five Business Days after the Borrower obtains knowledge thereof, notice of all litigation or proceedings commenced or threatened affecting the Borrower or any Subsidiary (i) that could reasonably be expected to have a Material Adverse Effect or (ii) that questions the validity or enforceability of any Loan Document. (h) promptly notify the Agent of any move of its principal executive office from the State of Washington. (i) from time to time such additional information regarding the Borrower and its Subsidiaries or the business, assets, liabilities, prospects, results of operation or financial condition of any such Person as the Agent, on behalf of any Lender Party, may reasonably request.

Financial Statements and Other Reports. Company The Credit Parties will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity accordance with GAAP. Company GAAP and to provide the information required to be delivered to the Lenders hereunder, and will deliver to Administrative Agent Agent, and, in the case of the deliveries required by paragraphs (a) through (f) and Lenders(l) through (s), with adequate copies for each Lender: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 thirty (30) days after the end of each fiscal month (including the last month of Holdings' Fiscal QuarterYear), the a consolidated balance sheets sheet of Company Holdings and its Consolidated Subsidiaries as at the end of such Fiscal Quarter month and the related consolidated statements of operations, changes in stockholders’ equity operations and cash flows of Company and its Subsidiaries for such Fiscal Quarter month, and for the period from the beginning portion of the then current Fiscal Year to ended at the end of such Fiscal Quarter, month setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal YearYear and the figures for such month and for such portion of the Fiscal Year ended at the end of such month set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(l), all in reasonable detail and certified by the chief financial officer a Responsible Officer of Company that they Holdings as fairly present, presenting in all material respects, respects the financial condition and results of Company operations of Holdings and its Consolidated Subsidiaries and as at having been prepared in accordance with GAAP applied on a basis consistent with the dates indicated and the results audited financial statements of their operations and their cash flows for the periods indicatedHoldings, subject to changes resulting from audit and normal year-end adjustmentsadjustments and the absence of footnote disclosures; (iib) Year-End Financial: as soon as available and in any event within 90 ninety (90) days after the end of each Fiscal Year, the a consolidated balance sheets sheet of Company Holdings and its Consolidated Subsidiaries as at of the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ ' equity (or the comparable item, if Holdings is not a corporation) and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the figures for such Fiscal Year set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(l), certified (solely with a report thereon of PricewaterhouseCoopers respect to such consolidated statements) without qualification by Ernst & Young, LLP or any other independent certified public accountants reasonably acceptable to Agent of nationally recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsstanding; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (iSections 4.1(a) and 4.1(b), a Compliance Certificate and together with each delivery of financial statements pursuant to Section 4.1(b), an Excess Cash Flow Certificate; (iid) together with each delivery of financial statements pursuant to Section 4.1(b) above, (a) an Officer’s Certificate of Company a written statement by the independent public accountants giving the report thereon stating that the signer their audit examination has reviewed included a review of the terms of this Agreement and has madeas it relates to accounting matters; (e) promptly upon receipt thereof, copies of all reports submitted to any Credit Party by independent public accountants in connection with each annual, interim or caused to be made under his/her supervision, a review in reasonable detail special audit of the transactions and condition financial statements of Company and its Subsidiaries during the accounting period covered any Credit Party made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (f) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by any Credit Party to its security holders, (ii) all regular and periodic reports and all registration statements and that such review has not disclosed prospectuses filed by any Credit Party with any securities exchange or with the existence during Securities and Exchange Commission or at any successor, (iii) all press releases and other statements made available generally by any Credit Party concerning material developments in the end business of such accounting period, any Credit Party and that the signer does not have (iv) all Swap Contracts entered into by any Credit Party; (g) promptly upon any officer of any Credit Party obtaining knowledge (i) of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, oror becoming aware that the holder of any Debt of any Credit Party has given any notice or taken any other action with respect to a claimed default thereunder, if (ii) of any change in any Credit Party's certified accountant or any resignation, or decision not to stand for re-election, by any member of any Credit Party's board of directors (or comparable body), (iii) that any Person has given any notice to any Credit Party or taken any other action with respect to a claimed default under any material agreement or instrument (other than the Financing Documents) to which any Credit Party is a party or by which any of its assets is bound or (iv) of the institution of any litigation or arbitration involving an alleged liability of any Credit Party equal to or greater than $2,000,000 or any adverse determination in any litigation or arbitration involving a potential liability of any Credit Party equal to or greater than $2,000,000, a certificate of a Responsible Officer of the Funds Administrator, on behalf of the Borrowers specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including any Event of Default or Default), event existed or existscondition, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; (h) promptly upon any officer of any Credit Party obtaining knowledge of (i) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan under Section 4041(c) or 4042 of ERISA, (ii) the failure of any member of the Controlled Group to make a required contribution on a timely basis to any ERISA Plan or to any Multiemployer Pension Plan in an amount that is material, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that any Credit Party or any Subsidiary of any Credit Party furnish a bond or other security to the PBGC or such Pension Plan, (iv) the occurrence of a reportable event under Section 4043 of ERISA (for which a reporting requirement is not waived) with respect to any Pension Plan, (v) the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), (vi) any material increase in the contingent liability of any Credit Party or any Subsidiary of any Credit Party with respect to any post-retirement welfare plan benefit or (vii) the receipt by any Credit Party of any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent, a certificate of a Responsible Officer of the Funds Administrator, on behalf of the Borrowers, specifying the nature and period of existence thereof of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action Company the applicable Credit Party has taken, is taking or proposed to take with respect thereto; (i) promptly upon any officer of any Credit Party obtaining knowledge of any complaint, order, citation, notice or other written communication from any Person delivered to any Credit Party with respect to, or if any officer of any Credit Party becomes aware of the following, except as would not reasonably be expected to have a Material Adverse Effect: (x) the existence or alleged existence of a violation of any Environmental Law or the incurrence of any liability, obligation, loss, damage, cost, expense, fine, penalty or sanction or the requirement to commence any remedial action resulting from or in connection with any air emission, water discharge, noise emission, Hazardous Material or any other environmental, health or safety matter at, upon, under or within any of the properties now or previously owned, leased or operated by any Credit Party, or due to the operations or activities of any Credit Party or any other Person on or in connection with any such property or any part thereof or (y) any release on any of such properties of Hazardous Materials in a quantity that is reportable under any applicable Environmental Law, a certificate of a Responsible Officer of the Funds Administrator, on behalf of the Borrowers, specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; ; (j) promptly upon any officer of any Credit Party obtaining knowledge that any Credit Party has either (x) registered or applied to register any Intellectual Property with the U.S. government, any foreign government or any agency or department thereof, or (y) acquired any interest in real property (including leasehold interests in real property), a certificate of a Responsible Officer of the Funds Administrator, on behalf of the Borrowers, describing such Intellectual Property and/or such real property in such detail as Agent shall reasonably require; (k) copies of any reports or notices related to any material taxes and any other material reports or notices received by any Credit Party from, or filed by any Credit Party with, any Federal, state or local governmental agency or body; (bl) within thirty (30) days after the conclusion of each Fiscal Year, the Credit Parties' annual operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, each presented on a Compliance Certificate demonstrating monthly basis for the then current Fiscal Year and annually for the two (2) subsequent Fiscal Years, all of which shall be in reasonable detail compliance during a format reasonably consistent with projections, budgets and at forecasts theretofore provided to the Lenders, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of the Credit Parties; (m) as soon as available and in any event within fifteen (15) Business Days after the end of each fiscal month through and including December, 2004 and within ten (10) Business Days after the applicable accounting periods end of each fiscal month ending thereafter, and from time to time upon the request of Agent (which request may be made as frequently as daily), a Borrowing Base Certificate as of the last day of the month most recently ended (or, in the case of Borrowing Base Certificates requested more frequently than monthly, as of the second preceding Business Day); (n) as soon as available and in any event within fifteen (15) Business Days after the end of each fiscal month through and including December, 2004 and within ten (10) Business Days after the end of each fiscal month ending thereafter, and from time to time upon the request of Agent (which request may be made as frequently as daily) schedules of sales made, credits issued and cash received for and during such month (or, in the case of such schedules requested more frequently than monthly, as of the second preceding Business Day); (o) together with each delivery of a Borrowing Base Certificate pursuant to Section 4.1(m), during the period commencing on the Closing Date through and including the delivery of the Borrowing Base Certificate for the fiscal month ending June 30, 2005, a Restructuring Reserve Certificate; (p) as soon as available and in any event within fifteen (15) Business Days after the end of each fiscal month through and including December, 2004 and within ten (10) Business Days after the end of each fiscal month ending thereafter, on a monthly basis or more frequently as Agent may reasonably request, (i) agings of Accounts, (ii) unbilled revenue from the general ledger, (iii) vworx unbilled accounts, (iv) fixed price contracts report, (v) accrued rebates report, (vi) schedules of contra-accounts, (vii) schedules of deferred revenue, (viii) schedule of unapplied debits and credits, (ix) federal government receivables report, (x) schedule of unapplied cash, (xi) schedule of eliminating entries, (xii) schedule of foreign accounts, (xiii) schedule of customer refunds, (xiv) schedule of discount reserves, (xv) schedule of accounts payable and (xvi) a reconciliation report in the form set forth in Exhibit F, with respect to the Borrowing Base Certificate most recently delivered to Agent, the financial statements of the Credit Parties delivered to Agent, the Borrowers' general ledger and/or the reports required pursuant to this paragraph, each in form and substance, and with such supporting detail and documentation, as may be reasonably requested by Agent; (q) upon Agent's reasonable request, (i) copies of customer statements and credit memos, remittance advices and reports and copies of deposit slips and bank statements, (ii) copies of shipping and delivery documents, and (iii) copies of purchase orders, invoices and delivery documents for material Equipment acquired by any Credit Party; (r) within two (2) Business Days after any request therefor, such additional information in such detail concerning the amount, composition and manner of calculation of the Borrowing Base as Agent or any Lender may reasonably request; (s) upon the request of Agent, which may be made no more than four (4) times each year prior to an Event of Default and at any time while and so long as an Event of Default shall be continuing, a report of an independent collateral auditor satisfactory to Agent (which may be, or be affiliated with, a Lender) with respect to the components of the Borrowing Base, which report shall indicate whether or not the information set forth in the Borrowing Base Certificate most recently delivered is accurate and complete in all material respects based upon a review by such auditors of the Accounts (including verification with respect to the amount, aging, identity and credit of the respective Account Debtors and the billing practices of the Borrowers); (t) with reasonable promptness, such other information and data with respect to any Credit Party as from time to time may be reasonably requested by Agent or any Lender; (u) promptly after delivery to the recipient thereof, copies of all notices and financial information of the Credit Parties delivered to any Person in accordance with the restrictions contained in Section 7;provisions of the Second Lien Credit Agreement; and (v) without limiting or being limited by any other provision of any Financing Document, the Credit Parties shall retain and use Ceridian Corporation and its Affiliates or any other third-party reasonably acceptable to Agent to process, manage and pay the payroll taxes of the Credit Parties and shall, upon the request of Agent, cause to be delivered to Agent within ten (10) calendar days of such request, a report of such payroll taxes of the Credit Parties for the immediately preceding calendar month and evidence of payment thereof.

Financial Statements and Other Reports. Company Borrower and AVCOM -------------------------------------- International, Inc. ("Parent") will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Borrower will deliver deliver, or cause to Administrative Agent and Lendersbe delivered, to Lender the following: (i) Quarterly Financial: as soon as available practicable and in any event within 45 ninety (90) days after the end of the first three calendar quarters of each Fiscal Quarterfiscal year of Parent ending December 31, the (a) a consolidated balance sheets sheet of Company Parent and its Subsidiaries subsidiaries as at the end of such Fiscal Quarter period and the related consolidated statements of operationsincome, changes in stockholders’ shareholder's equity and statement of cash flows of Company Parent and its Subsidiaries subsidiaries for such Fiscal Quarter quarter and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterquarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified by the chief financial officer authorized representative of Company Parent that they fairly present, in all material respects, present the financial condition and results of Company operations of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicatedsubsidiaries, subject to changes resulting from audit and normal year-year- end adjustmentsadjustments as at the end of and for the period covered thereby and (b) a financial statement of Borrower and its consolidated subsidiaries, containing the information required in clause (a), but which may be unaudited; (ii) Year-End Financial: as soon as available practicable and in any event within 90 one hundred twenty (120) days after the end of each Fiscal Yearfiscal year of Parent, the (a) a consolidated balance sheets sheet of Company Parent and its Subsidiaries subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of operationsincome, changes in stockholders’ shareholder's equity and statement of cash flows of Company Parent and its Subsidiaries subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearyear, with a report thereon of PricewaterhouseCoopers LLP or other all in reasonable detail and audited by independent certified public accountants of recognized national standing selected by Company Parent and satisfactory to Administrative AgentLender, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state stating in writing that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company Parent and its Subsidiaries subsidiaries as at the dates indicated and the results of their its operations and their statement of cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;, provided, that each such financial statement shall include a footnote thereto containing an unconsolidated financial statement of Parent and (b) a financial statement of Borrower and its consolidated subsidiaries, containing the information required in clause (a), but which may be unaudited. As of the date hereof, Ernst & Young, L.L.P. is an independent certified public accountant that is acceptable (iiia) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, a Compliance Certificate, (aI) an Officer’s Certificate of Company stating that the signer has signers of the Compliance Certificate have reviewed the terms of this Agreement and has the Note and have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of Company Parent and its Subsidiaries subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at of the date of such Officer’s the Compliance Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company Borrower has taken, is taking and proposes to take with respect thereto and (II) demonstrating in reasonable detail compliance during and at the end of such accounting period with the restrictions contained in Section 6.7 and (b) together with each delivery of financial statements pursuant to subdivision (ii) above, a letter from Parent's independent certified public accountants stating that such accountants do not have knowledge of the existence as of the date of such letter of any condition or event which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof; (iv) copies of all filings made by Borrower and/or Guarantor to the Securities and Exchange Commission (the "SEC") at the same time as delivered to the SEC; (v) copies of any press releases issued by Borrower or any Affiliate at the same time as such releases are released to the press; (vi) promptly upon any officer or director of Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection B of Section 7.1, or (c) of the institution of any litigation involving an alleged liability of Borrower equal to or greater than $50,000, or any adverse determination in any litigation involving a potential liability of Borrower equal to or greater than $50,000, or any adverse determination in any litigation which would materially adversely affect the business, operations, properties, assets, condition (financial or otherwise) or prospects or the validity or enforceability of this Agreement or Borrower's ability to perform the Obligations, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action Borrower has taken, is taking and proposes to take with respect thereto; and (vii) together with each delivery of financial statements pursuant to subdivisions (i) and (bii) above, a Compliance Certificate demonstrating letter from an officer of Parent stating that Borrower is a wholly-owned subsidiary of Parent; that all other subsidiaries included in reasonable detail compliance during Parent's consolidated financial statements are subsidiaries of Borrower; that Parent is a non-operating holding company, whose only asset is its investment in Borrower and at Borrower's subsidiaries; and stating the end assets, liabilities (contingent or otherwise) and net worth of the applicable accounting periods with the restrictions contained in Section 7;Parent.

Financial Statements and Other Reports. Company will maintain, and cause (a) MAI has made available to PICM the Annual Statements of each of the MAI Insurance Subsidiaries as filed with the Department of Insurance in its state of domicile for each of the years ended December 31, 1995, 1996, 1997, 1998 and 1999, together with the reports thereon by its independent auditor and its independent actuary (collectively referred to as the "MAI Insurance Subsidiaries to maintain, a system Statutory Statements"). The MAI Insurance Subsidiaries Statutory Financial Statements of accounting established and administered each MAI Insurance Subsidiary were prepared in accordance with sound business practices the regulatory accounting methods required by the state of domicile of such MAI Insurance Subsidiary on a basis consistent basis throughout the periods covered thereby. The MAI Insurance Subsidiaries Statutory Financial Statements fairly reflect the financial condition and results of operations of the MAI Insurance Subsidiaries for the dates and the periods indicated, and are consistent with the books and records of the MAI Insurance Subsidiaries (which books are correct and complete in all material respects). (b) MAI has made available to permit preparation of PICM (A) the audited consolidated financial statements in conformity of MAI and the MAI Subsidiaries, for the years ended December 31, 1999, 1998, 1997, 1996 and 1995, together with GAAP. Company will deliver to Administrative Agent and Lenders: (ithe report(s) Quarterly Financial: as soon as available and in any event within 45 days after the end of each Fiscal QuarterMAI's independent auditors, the which consolidated financial statements include consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related sheets, consolidated statements of operationsincome, changes in stockholders’ shareholders' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the years then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail ended and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made notes thereto prepared in accordance with generally accepted auditing standards; accounting principles, and (iiiB) Officer’s and Compliance Certificates: together with each delivery of the unaudited consolidated financial statements of Company MAI and the MAI Subsidiaries for the three month period ended March 31, 2000, which unaudited financial statements include a condensed consolidated balance sheet as of said date and condensed consolidated statements of income and cash flows for the period then ended (collectively referred to as the "MAI Consolidated Financial Statements"). The MAI Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles on a consistent basis throughout the periods covered thereby. All such MAI Consolidated Financial Statements fairly reflect the consolidated financial condition and results of operations of MAI and its consolidated subsidiaries for the dates and periods indicated (except for normal recurring year-end adjustments in the case of the unaudited financial statements). The MAI Consolidated Financial Statements are consistent with the books and records of MAI and its consolidated subsidiaries (which books and records are correct and complete in all material respects). (c) Section 6.6(c) of the MAI Disclosure Schedule lists all financial examinations that any state Department of Insurance has conducted with respect to MAI or any of the MAI Insurance Subsidiaries pursuant since December 31, 1996. MAI has made available to subdivisions PICM correct and complete reports issued by the applicable Department of Insurance with respect to the examinations listed on the Disclosure Schedule. Except with respect to the transactions contemplated hereby or as otherwise disclosed on Section 6.6(c) of the MAI Disclosure Schedule, there are no regulatory examinations of MAI or any MAI Subsidiary currently in process. (d) Section 6.6(d) of the MAI Disclosure Schedule sets forth a list of each registration statement, report, proxy statement or other filing filed by MAI or any of the MAI Subsidiaries with the Alabama, West Virginia, Indiana and Missouri Departments of Insurance or the SEC for the periods ending and events occurring after December 31, 1999 and prior to the date of this Agreement. MAI has filed and the applicable MAI Subsidiaries have filed all registration statements, proxy statements, reports and other filings and all amendments thereto which they were required to file with the applicable the Alabama, West Virginia, Indiana, and Missouri Departments of Insurance and/or the SEC since December 31, 1996. As of its date, each of such filings contained all information required by the Alabama, West Virginia, Indiana, and Missouri Insurance Codes or the SEC and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein in light of the circumstances under which they were made, not misleading, except to the extent any such statement or omission has been modified or superseded in a document subsequently filed with the appropriate authority. MAI has made available to PICM accurate and complete copies of all of such filings. (e) Except as disclosed in (i) and Section 6.6(e) of the MAI Disclosure Schedule or (ii) abovethe proxy statements and reports, (aand the registration statements on Form B, described in Section 6.6(d) an Officer’s Certificate hereof, there have not been since December 31, 1996, and there are currently no contracts, real estate leases, loans, guarantees or other arrangements or transactions of Company stating that any nature between MAI and any of the signer has reviewed the terms of this Agreement and has madeMAI Subsidiaries, or caused to be made under his/her supervisionbetween MAI and MAI Subsidiaries and any of their respective officers, a review directors, or affiliates (as such term is defined in reasonable detail Rule 405 of the transactions and condition of SEC) (excluding employment matters). (f) MAI has not received from any person any Notice on Form A or such other form as may be prescribed under the Alabama, West Virginia, Indiana or Missouri Insurance Holding Company and its Subsidiaries during the accounting period covered by such financial statements and Systems Acts indicating that such review person intends to make or has not disclosed made a tender offer for or a request or invitation for tenders of, or intends to or has entered into any agreement to exchange securities for, or intends to acquire or has acquired in the existence during open market or at the end otherwise, any voting security of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, orMAI, if any after the consummation thereof such condition person would directly or event existed or exists, specifying the nature and period indirectly be in control of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;MAI.

Financial Statements and Other Reports. The Company will maintainshall deliver the following to the Senior Administrative Agent, each Issuing Bank and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and LendersLender: (ia) Quarterly Financial: as soon as available and in any event within 45 days after the end of each Fiscal Quartermonth, consolidated financial statements, including a balance sheet, statements of operations of the consolidated balance sheets of Company and its the Subsidiaries, and statements of income and surplus, certified in the form of Exhibit D attached hereto by the president, chief operating officer, chief financial officer, or treasurer (a “Financial Officer”) of the Company as fairly representing the financial condition of the Company and the Subsidiaries as at of the end of such Fiscal Quarter period and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in reasonable detail and comparative form the corresponding figures from the Financial Plan for the corresponding periods of the previous current Fiscal Year, all together with a Narrative Report and Financial Plan with respect thereto and any other operating reports prepared by management for such period; (b) within 45 days after the end of each month, a statement signed by a Financial Officer of the Company setting forth and certifying the calculation of the Borrowing Base as of the end of that period, substantially in reasonable detail the form of Exhibit I attached hereto or as is otherwise reasonably acceptable to the Senior Administrative Agent; (c) within 45 days after the end of each month, a statement signed by a Financial Officer of the Company certifying that the Company is in compliance with terms of this Agreement and certified by the chief financial officer of Company that they fairly present, in all material respects, calculating the financial condition covenants and ratios of the Company and its Subsidiaries set forth in Sections 8.13 above; (d) within 45 days after the end of each month, and at such other times as at the dates indicated and the results of their operations and their cash flows Senior Administrative Agent may request, a report for the periods indicatedCompany and its Subsidiaries, subject signed by a Financial Officer of the Company setting forth the number and dollar total of accounts receivable of the Company and its Subsidiaries in format satisfactory to changes resulting from audit the Senior Administrative Agent and normal yearconsistent with past practices; (e) within 45 days after the end of each month, a report signed by a Financial Officer of the Company in form substantially similar to that being currently provided to the Senior Administrative Agent as of the date hereof setting forth, inter alia, the following consolidated information with respect to the Company and its Subsidiaries: (i) work-end adjustmentsin-process for each subdivision then under development specifying the number of units and related costs; (ii) backlog report, including beginning backlog, sales, closings, and ending backlog; (iii) the number of Model Homes for each subdivision then under development specifying the number of units and related costs; (iv) sales of units and closings of units for each subdivision then under development by the Company and its Subsidiaries; and (v) Speculative Homes for each subdivision then under development by the Company and its Subsidiaries specifying the number of units and related costs; (f) within 45 days after the end of each month, a Land Development Lot Availability Report certified by a Financial Officer of the Company, specifying the completed lots and lots under development for each subdivision then under development by the Company or any of the Subsidiaries; (g) within 45 days after the end of each quarter, (i) consolidated and consolidating financial statements, including a balance sheet, statements of the operations of the Company and each of the Subsidiaries, and statement of income and surplus certified by a Financial Officer of the Company as fairly representing the financial condition of the Company and each of the Subsidiaries as of the end of such period and setting forth in reasonable detail and comparative form the corresponding figures from the Financial Plan for the current Fiscal Year-End Financial: , (ii) a report substantially similar to the report required by Section 9(d) above for the Company and for each Subsidiary and (iii) a Narrative Report and Financial Plan with respect thereto; (h) immediately upon the filing, release or disclosure, as soon as available the case may be, copies of all filings, documents, disclosures or other information filed with the Securities and in any event Exchange Commission or state or local securities commissions or other regulatory agency and all press releases; (i) within 90 days after of the end of each Fiscal Year, audited consolidated financial statements prepared in accordance with GAAP and certified by independent public accountants satisfactory to the consolidated Senior Administrative Agent, containing a balance sheets sheet and statement of Company income and its Subsidiaries as at surplus, statement of cash flows and a reconciliation of capital accounts, along with any management letters written by such accountants and setting forth in reasonable detail and in comparative form the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, together with consolidating schedules of each Subsidiary and a Narrative Report with respect thereto; (j) At least 30 days prior to the end of such each Fiscal Year, a consolidated plan and financial forecast for the next Fiscal Year (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and the related forecasted consolidated statements of operations, changes in stockholders’ equity income and cash flows of the Company and its Subsidiaries for such next Fiscal Year, setting forth in each case in comparative form (ii) forecasted consolidated statements of income of the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concernfor each month of such next Fiscal Year, and shall state that such (iii) forecasted consolidated financial statements fairly present, in all material respects, of cash flows of the consolidated financial position of Company and its Subsidiaries as for each Fiscal Quarter of such next Fiscal Year, (iv) forecasts demonstrating projected compliance with the financial covenants set forth in Section 8.13 herein for the upcoming Fiscal Year, and (v) forecasts demonstrating adequate liquidity for the upcoming Fiscal Year, together, in each case, with an explanation of the assumptions on which such forecasts are based all in form and substance reasonably satisfactory to the Senior Administrative Agent and accompanied by a certificate from a Financial Officer certifying that the projections contained therein are based upon good faith estimates and assumptions believed by the Company to be reasonable at the dates indicated time made and at the results time of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsdelivery thereof; (iiik) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge immediately upon becoming aware of the existence as at the date of such Officer’s Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, a written notice specifying the nature and period of existence thereof and what action the Company has taken, is taking and or proposes to take with respect thereto; (l) within 45 days after the end of each quarter, a real estate acquisition report for the Company and its Subsidiaries detailing all real estate acquired or obtained for such quarter and the total of such acquisitions on a year to date basis through the end of such quarter, which includes (i) the total amount of acreage or developed lots, both for such quarter and on a year to date basis through the end of such quarter; (ii) the total dollar amount of such acquisitions, both for such quarter and on a year to date basis through the end of such quarter; (iii) the title and common name or subdivision name of such real property, both for such quarter and on a year to date basis through the end of such quarter; and (biv) a Compliance Certificate demonstrating detailed listing of all Investments in reasonable detail compliance during and Joint Ventures; and (m) at the request of the Senior Administrative Agent, such other information the Senior Administrative Agent may from time to time reasonably require; (n) within 45 days after the end of each month a report, in form satisfactory to the applicable accounting periods with Senior Administrative Agent, providing the restrictions contained profit margin for homes closed that month of each (i) community or development in Section 7which the Company or any Subsidiary thereof is currently operating and (ii) home series of the Company or any Subsidiary thereof; (o) within 15 Business Days after the end of each month, a calculation of the Borrowing Base as of the end of such period, subject to final adjustment and certification under subparagraph (b) above; (p) within 45 days after the end of each month a report, in form satisfactory to the Senior Administrative Agent, providing open hedging positions, including notional amount, maturity, and such other information as the Senior Administrative Agent shall reasonably request; (q) unless Consolidated EBITDA of the Company is greater than zero ($0.00) for each of the two immediately preceding Fiscal Quarters, on a bi-weekly basis (no later than every other Friday thereafter), the Company agrees to prepare and submit to the Senior Administrative Agent and the Lenders a weekly cash flow report, for the 13 consecutive weeks beginning as of such date (such Friday). Each such report shall be substantially similar in format to the weekly cash flow report provided to the Senior Administrative Agent and the Lenders prior to the Closing Date, and shall be otherwise in form satisfactory to the Senior Administrative Agent; (r) promptly, and in any event within 30 days of such occurrence, written notice of any change (i) in any Loan Party’s corporate name, (ii) in any Loan Party’s identity or corporate structure, or (iii) in any Loan Party’s Federal Taxpayer Identification Number. The Company agrees not to effect or permit any change referred to in clause (i) or (ii) of the preceding sentence unless all filings have been made under the UCC or otherwise that are required for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all Collateral. The Company will furnish to the Senior Administrative Agent prompt written notice of any Lien (other than Liens permitted pursuant to