Common use of Financial Statements, Certificates and Information Clause in Contracts

Financial Statements, Certificates and Information. The Borrowers will deliver to the Banks: (a) as soon as practicable, but, in any event not later than 90 days after the end of each fiscal year of the Borrowers, the consolidated and consolidating balance sheets of Borrowers as at the end of such year, statements of cash flows, and the related consolidated and consolidating statements of operations, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, in accordance with GAAP and, with respect to the consolidated financial statements, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of the Borrowers, copies of the consolidated and consolidating balance sheets and statement of operations of the Borrowers as at the end of such quarter including profit and loss statements by division, subject to year end adjustments, and the related statement of cash flows, all in reasonable detail and prepared in accordance with GAAP with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") that the consolidated financial statements are prepared in accordance with GAAP and fairly present the consolidated financial condition of the Borrowers as at the close of business on the date thereof and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers; (f) from time to time such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver or cause to be delivered to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 90 days after the end of each fiscal year of the BorrowersBorrower, copies of the unaudited consolidated balance sheet of the Borrower and consolidating balance sheets of Borrowers as its Subsidiaries at the end of such year, statements of cash flows, and the related unaudited consolidated and consolidating statements of operationsincome, changes in shareholders equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, together with respect to the consolidated financial statements, Certified a certification by the Accountants. In addition, simultaneously therewith, principal financial or accounting officer of the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect Borrower that the Borrowers are information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (provided that the Agent may require that such balance sheet and statement be audited by an accounting firm approved by Agent (such approval not to be unreasonably withheld) at any time that Agent has reasonable grounds to request the same (including, without limitation, at any time that the Compliance Certificate indicates that the Borrower is at or near minimum compliance with the financial covenants set forth in ss.9 hereof, this Agreement) and that, in making any other information the examination necessary Lenders may need to said certification, nothing has come to complete a financial analysis of the attention of such Accountants that would indicate that any Default Borrower; or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of the BorrowersBorrower (including the fourth quarter), copies of the unaudited consolidated and consolidating balance sheets and statement of operations sheet of the Borrowers Borrower and its Subsidiaries as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related statement unaudited consolidated statements of income, changes in shareholders equity and cash flowsflows for the portion of the Borrowers fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Borrower that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at the close of business Borrower and its Subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers; (f) from time to time such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver deliver, or cause to be delivered, to the BanksLender: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersBorrower, on a consolidated basis the consolidated and consolidating audited balance sheets sheet of Borrowers as the Borrower at the end of such year, statements of cash flows, and the related consolidated audited statement of income, statement of retained earnings, changes in capital, operating statements, and consolidating statements statement of operationscash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect and accompanied by an auditor's report prepared without qualification by BDO Seidman LLP or by another independ▇▇▇ ▇▇▇tified public accountant reasonably acceptable to the consolidated financial statementsLender, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks together with a written statement from such Accountants to the effect chief financial officer of the company stating that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsunder this Agreement, or, if such accountants officer shall have obtained knowledge of any then existing Default or Event of Default they he or she shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 forty-five (45) days after the end of each fiscal quarter of the BorrowersBorrower, copies of the consolidated and consolidating unaudited balance sheets and statement of operations sheet of the Borrowers Borrower as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related unaudited statement of income, statement of retained earnings, changes in capital, and statement of cash flowsflows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the principal financial or accounting officer officer, partner or trustee of the Borrowers (the "CFO") Borrower that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at the close of business Borrower on the date thereof (subject to year-end adjustments) and that, in making the results examination necessary to said certification, such Person has obtained no knowledge of operations for the period then endedany Default or Event of Default under this Agreement; (c) contemporaneously with the delivery of the financial statements referred to in clause (a) above, a statement of all contingent liabilities of the Borrower which are not reflected in such financial statements or referred to in the notes thereto, and annual budget and cash flow forecasts for the Borrower and Project all in reasonable detail and certified by the principal financial or accounting officer of the Borrower; (d) simultaneously with the delivery of the financial statements referred to in clauses (a) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified covenant compliance certificate signed by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as principal financial or accounting officer of the end of the applicable period Borrower and setting forth in reasonable detail computations evidencing such compliance, provided that if compliance with the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include covenants contained in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parentss.10.8; (e) contemporaneously with, or promptly following, Simultaneously with the filing or mailing thereof, copies of all material of thereof a financial nature filed with the Securities and Exchange Commission or sent to the stockholders copy of the Parent or any of the Borrowers;Borrower's tax return together with all schedules thereof; and (f) from time to time such other financial data and other information (including accountants' management letters) as the Banks Lender may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Borrowers will shall deliver to the BanksEIF: (a) as As soon as practicable, but, but in any event not later than 90 ninety (90) days (or, in the event an extension has been obtained in accordance with the rules of the Securities Exchange Commission, one hundred five (105) days) after the end of each fiscal year of the Borrowers, the consolidated and consolidating balance sheets of Borrowers as at the end of such fiscal year, statements of cash flows, and the related consolidated and consolidating statements of operationsincome and statements of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andGAAP, with respect and all such statements to the consolidated financial statementsbe certified by independent certified public accountants satisfactory to EIF, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks together with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsDefault, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default Default, they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not be liable to the Banks EIF for failure to obtain knowledge of any Default or Event of Default; (b) as As soon as practicable, but in any event not later than 45 forty-five (45) days (or, in the event an extension has been obtained in accordance with the rules of the Securities Exchange Commission, fifty (50) days) after the end of each fiscal calendar quarter of the each fiscal year of Borrowers, copies of the consolidated and consolidating unaudited balance sheets and statement of operations of the Borrowers as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related statement statements of income and statements of cash flowsflow for the portion of Borrowers' fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP GAAP, subject to year-end adjustments, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") that the consolidated information contained in such financial statements are prepared in accordance with GAAP is true and fairly present the consolidated financial condition of the Borrowers as at the close of business on the date thereof and the results of operations for the period then endedaccurate; (c) simultaneously Simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified certification by the CFO principal financial or accounting officer of Foreland that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as (i) a review of the end activities of Borrowers has been made under such officer's supervision with a view to determining whether Borrowers have fulfilled all obligations under the applicable period setting forth in reasonable detail computations evidencing Loan Documents; (ii) Borrowers have fulfilled all obligations under such compliance, provided that if the Borrowers shall at the time of issuance of such certificate Loan Documents and all representations made herein or at any other time obtain knowledge of any Default therein continue to be true and correct (or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature of any change), or if a Borrower shall be in Default, specifying any Default and period the nature and status thereof; and (iii) to the extent requested from time to time by EIF, Borrowers have complied with any and all of existence thereof and what action the Borrowers propose to take with respect thereto and a its representations or obligations under such Loan Documents. The certificate shall also include each Borrower's calculation of the Borrowers' Chief Operating Officer financial covenants set forth in the form attached hereto as Exhibit H with respect to environmental matters;Section 7.23 of this Agreement. (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers; (f) from time to time such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as As soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of Borrowers, a report (in a form reasonably satisfactory to EIF) from the principal financial or accounting officer of each Borrower that (i) itemizes each expenditure of the proceeds of the Loans during such fiscal quarter, on a well-by-well, project-by- project and asset-by-asset basis, and (ii) certifies that such expenditures, when aggregated with all prior expenditures of the proceeds of the Loans, do not exceed one hundred ten percent (110%) of the projected acquisition and development costs approved by EIF prior to funding the Loans. If the development costs for any well or project shall have exceeded one hundred ten percent (110%) of the projected development costs approved by EIF for such well or project, then the Treasurer shall identify such well(s) or projects and shall explain the reason(s) for such cost overruns. (e) Within sixty (60) days after the end of any calendar year, Borrowers shall provide information necessary for a Reserve Report to be prepared by Mohajir & Associates, or such other independent engineering firm as shall be mutually agreeable to EIF and Borrowers (with the cost of preparing such report to be borne by Borrowers). (f) Promptly after receipt by Borrowers, copies of any other independent reserve reports with respect to the Collateral; (g) Promptly after preparation by Borrowers, copies of any Internal Reserve Report with respect to the Collateral; (h) Within ninety (90) days of the close of Borrowers' fiscal years, an annual operations report, and, within forty-five (45) days of the close of each fiscal quarter of Borrowers, a quarterly operations statement, each setting forth for the applicable period the production results of the Properties on a well-by-well and asset-by-asset basis, and, within ten (10) days of the end of any calendar month, a report describing the volumes of production of Hydrocarbons for the most recent month for which information is available and any other material operating developments and any other information of the type that would be provided a working interest owner; (i) Within forty-five (45) days of the end of any of Borrowers' fiscal quarters, a report listing each Collateral well or Property and Borrowers' then current decimal ownership interest therein if a change has occurred during such fiscal quarter; (j) Borrowers shall deliver to EIF, at least fifteen (15) days prior to the commencement July 1 and January 1 of the next fiscal year of the Borrowerseach calendar year, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks Development Plan and Budget acceptable to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by lawEIF in its sole discretion; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from and (k) From time to time, such engineering data and other information regarding the business, affairs, oil and gas properties, and other assets or financial condition of Borrowers as EIF may reasonably request.

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersBorrower, the consolidated and consolidating audited balance sheets of Borrowers as the Borrower and of the Company at the end of such year, and the related audited statements of operations and statements of cash flows, flows and the related consolidated Funds From Operations and consolidating statements of operationstaxable income for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andGenerally Accepted Accounting Principles on a consolidated basis including the Borrower and the Related Companies, with respect and accompanied by an auditor’s report prepared by Ernst & Young LLP or by another independent certified public accountant reasonably acceptable to the consolidated financial statements, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers Agent and shall use their best efforts not be subject to provide the Banks with a written statement from such Accountants any “going concern” or like qualification or exception or any qualification or exception as to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention scope of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultaudit; provided, however, that such Accountants for so long as the Borrower and the Company are filing Form 10-K with the SEC, the delivery of a copy thereof pursuant to paragraph (e) of this §7.4 shall not be liable deemed to the Banks for failure to obtain knowledge of any Default or Event of Defaultsatisfy this paragraph (a); (b) as soon as practicable, but in any event not later than 45 forty-five (45) days after the end of each fiscal quarter of the Borrowersfirst three (3) fiscal quarters of the Borrower, copies of the consolidated and consolidating unaudited balance sheets and statement of operations of the Borrowers Borrower and of the Company as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related statement unaudited statements of cash flowsoperations and statements of Funds From Operations and estimated taxable income for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP Generally Accepted Accounting Principles on a consolidated basis including the Borrower and the Related Companies, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at Borrower and of the close of business Company on the date thereof (subject to year-end adjustments); provided, however, that for so long as the Borrower and the results Company are filing Form 10-Q with the SEC, the delivery of operations for the period then endeda copy thereof pursuant to paragraph (e) of this §7.4 shall be deemed to satisfy this paragraph (b); (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers; (f) from time to time such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen forty-five (1545) days prior to after the commencement end of each of the next first three (3) fiscal quarters and not later than ninety (90) days after the end of the last fiscal quarter of each fiscal year of the BorrowersBorrower, (i) copies of a copy statement of the aggregate Net Operating Income for such fiscal quarter for the Unencumbered Properties and a listing of such properties, prepared on a basis consistent with the statements furnished pursuant to §6.4(c), and certified by the Company pursuant to a certificate signed on the Company’s behalf by a Responsible Officer of the Company and, (ii) at the time of the annual budget financial statements referred to in subsection (a) above, and, if requested by the Agent, at the time of quarterly financial statements referred to in subsection (b) above, a statement setting forth the Net Operating Income for such fiscal quarter for each Unencumbered Property listed by address; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a Compliance Certificate in the form of Exhibit C hereto signed on the Company’s behalf by a Responsible Officer of the Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein (including §8.2(g), §8.6 and §§9.1 through 9.7) and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Balance Sheet Date, and including an updated Schedule 6.19, if required under §6.19; (e) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and Exchange Commission (“SEC”) for such fiscal year. The Borrowers hereby authorize , and as soon as practicable, but in any event not later than forty-five (45) days after the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; providedend of each fiscal quarter, howevercopies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the Banks shallSEC has granted an extension for the filing of such statements, Borrower shall deliver such statements to the extent practicable and allowable under lawAgent simultaneously with the filing thereof with the SEC; (f) promptly after the same are available, notify the Borrowers within a reasonable period prior copies of each annual report, proxy or financial statement or other report or communication sent to the time any such disclosure is made; stockholders of the Borrower, and provided furthercopies of all annual, this authorization shall regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not be deemed otherwise required to be a waiver delivered to the Agent pursuant hereto; (g) promptly, and in any event within five Business Days after receipt thereof by any Related Company or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any rights to object to the disclosure by the Banks of Related Company or any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect Subsidiary thereof; and (h) from time to timetime such other financial data and information as the Agent may reasonably request including, without limitation, financial statements of any Unconsolidated Entities.

Financial Statements, Certificates and Information. The Borrowers Trans-Technology will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 90 one hundred (100) days after the end of each fiscal year of the BorrowersTransTechnology, the consolidated balance sheet of TransTechnology and its Subsidiaries and the consolidating balance sheets sheet of Borrowers TransTechnology and its Subsidiaries, each as at the end of such year, statements of cash flows, and the related consolidated and consolidating statements of operationsincome and consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect and certified (as to the consolidated financial statements) without qualification by Deloitte & Touche LLP or by other independent certified public accountants satisfactory to the Administrative Agent, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks together with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsDefault, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, PROVIDED that such Accountants accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 forty-five (45) days after the end of each fiscal quarter of the Borrowersfiscal quarters of TransTechnology, copies of the unaudited consolidated balance sheet of TransTechnology and its Subsidiaries and the unaudited consolidating balance sheets sheet of TransTechnology and statement of operations of the Borrowers its Subsidiaries, each as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated and consolidating statements of income and consolidated statement of cash flowsflow for the portion of TransTechnology's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") TransTechnology that the consolidated information contained in such financial statements are prepared in accordance with GAAP fairly presents the financial position of TransTechnology and fairly present the consolidated financial condition of the Borrowers as at the close of business its Subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of TransTechnology in substantially the form of Exhibit G EXHIBIT D hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that compliance with the covenants contained in Section 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental mattersBalance Sheet Date; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of TransTechnology which is either of a financial nature or addresses the Parent or any Year 2000 Problem; (e) by April 30 of each year, the Borrowers;annual budget of TransTechnology and its Subsidiaries for the next fiscal year; and (f) from time to time such other financial data and other information (including accountants' management letters) as the Banks Administrative Agent or any Lender may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Borrowers Credit Parties will deliver to the BanksAdministrative Agent and the Lenders: (a) as soon as practicable, but, but in any event not later than 90 one hundred and twenty (120) days for the Fiscal Year ending on December 31, 2015 and ninety (90) days after the end of each fiscal year of the BorrowersFiscal Year thereafter, the consolidated balance sheet of Holdings and consolidating balance sheets of Borrowers its Subsidiaries, as at the end of such year, statements of cash flowsFiscal Year, and the related consolidated and consolidating statements of income or operations, cash flows and shareholders’ equity for such Fiscal Year, each setting forth in comparative form the figures for the previous fiscal year, Fiscal Year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP and, consistently applied and such consolidated financial statements to be audited and accompanied by a report and opinion prepared in accordance with respect generally accepted auditing standards by ▇▇▇▇▇▇ LLP or by other independent certified public accountants reasonably satisfactory to the consolidated financial statementsRequired Lenders and certified without qualification and without expression of uncertainty as to the ability of Holdings and its Subsidiaries to continue as going concerns, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks together with (w) a written statement from such Accountants accountants (to the extent then available on commercially reasonable terms) to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the their attention of such Accountants that would indicate to cause them to believe that any Default or Event of Default existshas occurred or specifying those Defaults or Events of Defaults that they have become aware of, or(x) a copy of their accountants’ management letter (if any) for such Fiscal Year, if such and (y) a Compliance Certificate duly executed by a Financial Officer of Holdings, which, among other things, (A) attaches and certifies to the foregoing consolidated financial statements, accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose statements, and management letters, (B) certifies that the information contained in such statement any such Default or Event financial statements fairly presents in all material respects the financial condition of Default; provided, the Holdings and its Subsidiaries on the dates indicated therein and (C) states that such Accountants shall not be liable to Financial Officer has reviewed this Agreement and the Banks for failure to obtain other Loan Documents and has no knowledge of any Default or Event of DefaultDefault during such Fiscal Year, or if such Financial Officer has such knowledge, specifying each Default or Event of Default and the nature thereof; (b) as soon as practicable, but in any event not later than 45 forty five (45) days after the end of each fiscal quarter of the Borrowersfirst three Fiscal Quarters of each Fiscal Year (i) the unaudited quarterly consolidated financial statements of Holdings and its Subsidiaries for such Fiscal Quarter, copies of including the consolidated balance sheet of Holdings and consolidating balance sheets and statement of operations of the Borrowers its Subsidiaries, as at the end of such quarter including profit Fiscal Quarter, the related consolidated statements of income or operations, cash flows and loss statements by divisionshareholders’ equity for such Fiscal Quarter and for the portion of the Fiscal Year then ended, subject to year end adjustments, each setting forth in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the related statement corresponding portion of cash flowsthe previous Fiscal Year, all in reasonable detail and each, prepared in accordance with GAAP with consistently applied, and (ii) a certification Compliance Certificate duly executed by a Financial Officer of Holdings, which, among other things, (A) attaches and certifies to the principal foregoing financial or accounting officer of the Borrowers statements, (the "CFO"B) certifies that the consolidated information contained in such financial statements are prepared fairly presents in accordance with GAAP and fairly present all material respects the consolidated financial condition of the Borrowers as at the close of business Holdings and its Subsidiaries on the date thereof dates indicated therein (subject to quarter-end adjustments and the absence of footnotes), (C) sets forth in comparative form the results of operations for and through such Fiscal Quarter with the period then ended;most recent projections delivered to the Administrative Agent pursuant to (c) simultaneously not later than January 31 of each Fiscal Year (commencing with the delivery 2017 Fiscal Year), an annual business plan and projections for Holdings and its Subsidiaries for the following Fiscal Year on a monthly basis (such projections to include consolidated balance sheets, statements of the financial cash flows, statements referred to in (a) of income or operations of Holdings and (b) above, its Subsidiaries prepared on a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental mattersmonth-by-month basis); (d) contemporaneously with promptly upon receipt thereof, copies of any detailed audit reports, financial control reports, management letters or promptly following the delivery thereof recommendations submitted to the board of directors (or the audit committee of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors directors) of the ParentCredit Parties by independent accountants or internal auditors in connection with any audit of any of them; (e) contemporaneously with, at the election of the Credit Parties or promptly following, at the filing or mailing thereofrequest of the Administrative Agent, copies of all material of a financial nature filed annual, regular, periodic and special reports and registration statements which any Credit Party may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and Exchange Commission or sent not otherwise required to be delivered to the stockholders of the Parent or any of the BorrowersAdministrative Agent pursuant hereto; (f) at the election of the Credit Parties or at the request of the Administrative Agent, copies of each notice or other correspondence received from time to time the SEC or any other Governmental Authority concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other financial data operational results of any Credit Party or any Subsidiary; (g) promptly after being furnished or received, copies of all notices, reports, certificates, documents and other information furnished to or received by any Credit Party in connection with the Revolving Facility Documents or the Subordinated Debt Documents (including accountants' management letters) as the Banks may reasonably request; andany amendments, waivers, supplements, modifications, notices or other documents relating to any default or potential default thereunder, but in any event excluding routine notices, reports and certificates of an administrative nature); (ga) promptly following the reasonable request of the Administrative Agent, a report summarizing the insurance coverage in effect for each Credit Party and (b) promptly following the modification, renewal, replacement of any insurance policy of any Credit Party, updated insurance certificates and endorsements evidencing such coverage; (i) as soon as practicable, but in any event not later than fifteen ten (1510) days prior (or such longer period as agreed by the Administrative Agent in its discretion) following the end of each Fiscal Year (or more frequently at the election of the Credit Parties), (a) an updated Perfection Certificate as to each Credit Party in substantially the same form as the Perfection Certificate most recently delivered to the commencement of Administrative Agent (with such scope and detail as the next fiscal year of Administrative Agent’s may reasonably require) or a certificate confirming that there has been no change in such information since the Borrowers, a copy of Perfection Certificate delivered on the annual budget for such fiscal year. The Borrowers hereby authorize Closing Date or the Banks to disclose any information obtained most recent Perfection Certificate delivered pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; providedSection 6.04(i) and (b) updated Schedules 5.07, however5.17, that 5.18, 5.20 and 7.08 in substantially the Banks shall, same form as the most recent schedule of the same delivered to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior Administrative Agent to the Administrative Agent’s reasonable satisfaction; and (j) promptly following a request therefor, from time to time such other financial data and information as the Administrative Agent or any Lender may reasonably request with respect to the Credit Parties, including updates and such disclosure is made; other information and provided furthercopies of documents with respect to pending litigation or the settlement or compromise thereof. Documents required to be delivered pursuant to this Section 6.04 may be delivered electronically and if so delivered, this authorization shall not be deemed to be have been delivered on the date (i) on which the applicable Credit Party posts such documents and provides a waiver link thereto on such Credit Party’s website on the Internet at the website address listed on Schedule 11.02 or (ii) on which such documents are posted on the applicable Credit Party’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 (x) upon the request of any rights to object the Administrative Agent, the applicable Credit Party shall deliver paper copies of such documents to the disclosure Administrative Agent until a written request to cease delivering paper copies is given by the Banks Administrative Agent and (y) the Borrower Representative shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such information which documents and provide to the Administrative Agent and each Lender by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative 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 any Borrower has with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or may have under the federal Right to Financial Privacy Act maintaining its copies of 1978, as in effect from time to timesuch documents.

Financial Statements, Certificates and Information. The Borrowers will deliver to the BanksBank: (a) as soon as practicable, but, but in any event not later than 90 the earlier of (i) five (5) days after filing the same with the Securities and Exchange Commission or (ii) one hundred twenty (120) days after the end of each fiscal year of the Borrowers▇▇▇▇▇▇ US, ▇▇▇▇▇▇ US shall (x) post on its website the consolidated balance sheet of ▇▇▇▇▇▇ US and consolidating balance sheets of Borrowers its Subsidiaries, as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidating statements consolidated statement of operationscash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect and certified without qualification (other than a qualification regarding changes in generally accepted accounting principles) by Ernst & Young LLP or by other independent certified public accountants satisfactory to the consolidated financial statements, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofBank, and that, in making (y) notify the examination necessary to said certification, nothing Bank that ▇▇▇▇▇▇ US has come to the attention of posted such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Defaultinformation on its website; (b) as soon as practicable, but in any event not later than 45 sixty (60) days after the end of each fiscal quarter of the Borrowersfiscal quarters of ▇▇▇▇▇▇ US, copies of the unaudited consolidated balance sheet of ▇▇▇▇▇▇ US and consolidating balance sheets and statement of operations of the Borrowers its Subsidiaries as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated statement of income and consolidated statement of cash flowsflow for such fiscal quarter and for the portion of ▇▇▇▇▇▇ US's fiscal year then elapsed, each setting forth in comparative form the figures for the comparable periods in the previous fiscal year (where applicable), all such consolidated statements to be in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the a principal financial or accounting officer of the Borrowers (the "CFO") ▇▇▇▇▇▇ US that the consolidated information contained in such financial statements are prepared in accordance with GAAP fairly presents the financial position of ▇▇▇▇▇▇ US and fairly present the consolidated financial condition of the Borrowers as at the close of business its Subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by a principal financial or accounting officer of ▇▇▇▇▇▇ US in substantially the form of Exhibit G C hereto (the a "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that compliance with the covenants contained in §9 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental mattersBalance Sheet Date; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of ▇▇▇▇▇▇ US; (e) not later than May 1 of each year, (i) a budget for the Parent or fiscal year of ▇▇▇▇▇▇ US and (ii) projections of ▇▇▇▇▇▇ US and its Subsidiaries for the current fiscal year and the two (2) subsequent fiscal years, updating those projections delivered to the Bank and referred to in §6.4.3 or, if applicable, updating any of the Borrowers;later such projections delivered pursuant to this §7.4(e); and (f) from time to time such other financial data and other information (including a standard annual accountants' management lettersletter) as the Banks Bank may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Borrowers will deliver to the BanksLenders: (a) as soon as practicable, but, within five (5) days after the filing with the Securities and Exchange Commission of the Parent's Annual Report on Form 10-K with respect to each fiscal year (and in any event not later than 90 within 100 days after the end of each such fiscal year of the Borrowersyear), the consolidated and consolidating balance sheets of the Borrowers as at the end of such year, statements of cash flows, and the related consolidated and consolidating statements of operations, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP and, with respect to the consolidated financial statements, Certified certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but within five (5) days after the filing with the Securities and Exchange Commission of the Parent's Quarterly Report on Form 10-Q with respect to the first three fiscal quarters of each fiscal year (and in any event not later than 45 within 55 days after the end of each such fiscal quarter of the Borrowersquarter), copies of the consolidated and consolidating balance sheets and statement of operations of the Borrowers as at the end of such quarter including profit and loss statements by divisionquarter, subject to year end adjustments, and the related statement of cash flows, all in reasonable detail and prepared in accordance with GAAP GAAP, with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") that the consolidated financial statements are prepared in accordance with GAAP and fairly present the consolidated financial condition of the Borrowers as at the close of business on the date thereof and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement in the form of Exhibit G B hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7ss. 7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks Lenders a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H C with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof as soon as practicable, but in any event not later than fifteen (15) days prior to the board commencement of directors each fiscal year of the ParentBorrowers, copies a copy of the financial statements, financial projections, annual budget and variance reports concerning projections for the Parent in substantially the same form in which Borrowers for such information is supplied to the board of directors of the Parentfiscal year; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers;; and (f) from time to time time, such other financial data and other information (including accountants' management letters) as the Banks Lenders may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks Lenders to disclose any information obtained pursuant to this Credit Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks Lenders shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks Lenders of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Borrowers Ryder will deliver to each of the Banks, the Issuing Bank and the Agents: (a) as soon as practicable, but, in any event not later than 90 one hundred twenty (120) days after the end of each fiscal year of the BorrowersRyder, the consolidated balance sheet of Ryder and consolidating balance sheets of Borrowers its Consolidated Subsidiaries as at the end of such year, and the consolidated statements of income and cash flows, flows for Ryder and its Consolidated Subsidiaries for the related consolidated and consolidating statements of operationsfiscal year then ended, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, in accordance with GAAP and, with respect to the consolidated financial statements, Certified and certified by the AccountantsKPMG LLP or by other independent certified public accountants of nationally recognized standing selected by Ryder. In addition, simultaneously therewithwithin one hundred twenty (120) days of the end of each such fiscal year, the Borrowers Ryder shall use their best efforts to provide the Banks with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsDefault, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 sixty (60) days after the end of each fiscal quarter of the Borrowersfirst three fiscal quarters of each fiscal year of Ryder, copies of the consolidated and consolidating balance sheets of Ryder and statement of operations of the Borrowers its Consolidated Subsidiaries as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related statement consolidated statements of income and cash flowsflows for the portion of the fiscal year then ended, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Ryder that the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present the consolidated financial condition of the Borrowers Ryder and its Consolidated Subsidiaries on a consolidated basis as at the close of business on the date thereof and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement certificate in the form of Exhibit G C hereto (the "Compliance Certificate") certified signed by the CFO principal financial officer, treasurer or assistant treasurer of Ryder, stating that the Borrowers Ryder and its Consolidated Subsidiaries are in compliance with the covenants contained in ss.ss.7, 8 and 9 Section 10 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any compliance and certifying (i) no Default or Event of DefaultDefault exists or if a Default or Event of Default shall then exist, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto (ii) such other matters as Exhibit H with respect to environmental mattersare set forth therein; (d) contemporaneously with or promptly following as soon as practicable but, in any event, within thirty (30) Business Days after the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing issuance thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent Ryder or any of the Borrowers;its Subsidiaries generally; and (fe) from time to time time, and with reasonable promptness, such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersBorrower, the consolidated and consolidating audited balance sheets of Borrowers as the Borrower and of the Company at the end of such year, and the related audited statements of operations and statements of cash flows, and the related consolidated and consolidating statements of operationsflows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andGenerally Accepted Accounting Principles on a consolidated basis including the Borrower and the Related Companies, with respect and accompanied by an auditor's report prepared without qualification by Ernst & Young or by such other independent certified public accountant as may be selected by Borrower and reasonably acceptable to the consolidated financial statements, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of DefaultAgent; (b) as soon as practicable, but in any event not later than 45 forty-five (45) days after the end of each fiscal quarter of the Borrowersfirst three (3) fiscal quarters of the Borrower, copies of the consolidated and consolidating unaudited balance sheets and statement of operations of the Borrowers Borrower and of the Company as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related statement unaudited statements of cash flowsoperations for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP Generally Accepted Accounting Principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at Borrower and of the close of business Company on the date thereof (subject to year-end adjustments); provided, however, that for so long as the Borrower and the results Company are filing form 10-Q with the SEC, the delivery of operations for the period then endeda copy thereof pursuant to paragraph (e) of this Section 7.4 shall be deemed to satisfy this paragraph (b); (c) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of each of the first three (3) fiscal quarters and not later than ninety (90) days after the end of the last fiscal quarter of each fiscal year of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for the Unencumbered Assets, prepared on a basis consistent with the statements furnished pursuant to Section 6.4(c), and certified by a Responsible Officer of the Company and, at the time of the annual financial statements referred to in subsection (a) above, and at the time of quarterly financial statements referred to in subsection (b) above if requested by the Agent, a consolidating statement setting forth the Net Operating Income for such fiscal quarter for each Unencumbered Asset listed by address; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit G C hereto (the "Compliance Certificate") certified signed by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as a Responsible Officer of the end Company (on behalf of the applicable period Borrower) and setting forth in reasonable detail computations evidencing such compliance, provided that compliance with the covenants contained herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the ParentBalance Sheet Date; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers; (f) from time to time such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen ninety (1590) days prior to after the commencement end of the next each fiscal year of the BorrowersCompany, a copy copies of the annual budget Form 10-K statement filed with the Securities and Exchange Commission ("SEC") for such fiscal year. The Borrowers hereby authorize , and as soon as practicable, but in any event not later than forty-five (45) days after the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; providedend of each fiscal quarter, howevercopies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the Banks shallSEC has granted an extension for the filing of such statements, Borrower shall deliver such statements to the extent practicable and allowable under lawAgent simultaneously with the filing thereof with the SEC; (f) promptly following the filing or mailing thereof, notify copies of all other material of a financial nature filed with the Borrowers within a reasonable period prior SEC or sent to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver shareholders of any rights to object the Company or to the disclosure by limited partners of the Banks Borrower and copies of any such information which any Borrower has or may have under all corporate press releases promptly upon the federal Right to Financial Privacy Act of 1978, as in effect issuance thereof; (g) from time to timetime such other financial data and information as the Agent may reasonably request including, without limitation, financial statements of any Unconsolidated Entities; (h) from time to time such environmental assessment reports as to the Unencumbered Assets as the Agent may reasonably request.

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver to each of the Banks: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersBorrower, (i) (A) the Consolidated balance sheet of CTI and its Subsidiaries, and (B) consolidated balance sheet of the Borrower and consolidating balance sheets of Borrowers its Subsidiaries, in each case as at the end of such year, statements of cash flows, and the related consolidated and consolidating or, as the case may be, Consolidated statements of operationsincome and consolidated or as the case may be, Consolidated statements of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect and certified by Ernst & Young LLP or by other nationally recognized independent certified public accountants satisfactory to the consolidated financial statementsAgent, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks together with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existswith respect to any covenant set forth in ss.9, or, if such accountants shall have obtained knowledge of any such then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, PROVIDED that such Accountants accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or such Event of Default, and (ii) the unaudited consolidating balance sheets of each of (A) CTI and its Subsidiaries, and (B) the Borrower and its Subsidiaries, in each case as at the end of such year, and the related unaudited consolidating statements of income and unaudited consolidating statements of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidating statements to be in reasonable detail, prepared by management in accordance with the past financial practices of CTI and its Subsidiaries, or as the case may be, the Borrower and its Subsidiaries and with a certification by the chief financial officer of CTI, or as the case may be, the Borrower that such financial statements fairly present the financial condition of CTI and its Subsidiaries, or as the case may be, the Borrower and its Subsidiaries on the date thereof and the results of operations of CTI and its Subsidiaries, or as the case may be, the Borrower and its Subsidiaries for the period covered thereby; (b) as soon as practicable, but in any event not later than 45 forty-five (45) days after the end of each fiscal quarter of the Borrowersfiscal quarters of the Borrower, copies of the (i) unaudited Consolidated balance sheet of CTI and its Subsidiaries, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheets sheet of each of (i) CTI and statement of operations of its Subsidiaries, and (ii) the Borrowers Borrower and its Subsidiaries, in each case as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated, or as the case maybe, Consolidated statement of income and the consolidated, or as the case maybe, Consolidated statement of cash flowsflow and consolidating statement of income and consolidating statement of cash flow for the portion of CTI's, or as the case may be, the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the chief financial officer of CTI, or as the case may be, the Borrower that the information contained in such financial statements fairly presents the financial position of CTI and its Subsidiaries, or as the case may be, the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of CTI and its Subsidiaries, (i) unaudited monthly (A) Consolidated financial statements of CTI and its Subsidiaries, and (B) the consolidated financial statements of the Borrower and its Subsidiaries for such month and (ii) unaudited monthly consolidating financial statements of each of (A) CTI and its Subsidiaries, and (B) the Borrower and its Subsidiaries for such month, each prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of each of CTI and the Borrowers (the "CFO") Borrower that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition of each of (i) CTI and its Subsidiaries, and (ii) the Borrowers as at the close of business Borrower and its Subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (cd) simultaneously with the delivery of the financial statements referred to in subsections (a), (b) and (bc) above, a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of Exhibit G EXHIBIT F hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that compliance with the covenants contained in ss.9 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the ParentBalance Sheet Date; (e) contemporaneously with, or promptly following, with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent Borrower or any of the BorrowersCTI; (f) on Tuesday of each calendar week or at such earlier time as the Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of the immediately preceding calendar week, together with a certificate indicating that the Borrower has not exceeded the Maximum Overadvance Amount for such week (recognizing that Eligible Inventory shall be determined as at the end of the immediately preceding calendar month or other date so requested by the Agent); (g) within fifteen (15) days after the end of each calendar month, an Accounts Receivable aging report; (h) within sixty (60) days after December 31, 1998 or at such other time as the Agent may reasonably request, an inventory report based upon a physical inventory of the Borrower as of each such date; (i) contemporaneously with the delivery thereof, copies of all accountants' management letters delivered to the Borrower or any of its Subsidiaries; (j) from time to time such other financial data and other information (including accountants' , management letters) as the Banks Agent or any Bank may reasonably request; (k) no later than forty-five (45) days after the end of each fiscal quarter of 1999, updated fiscal year 1999 projections based on CTI's and its Subsidiaries' actual performance for such fiscal quarter; (l) on Tuesday of each calendar week, weekly cash flow variance reports (actual, by line item, as compared to the Plan, by line item) as at the end of the immediately preceding calendar week; (m) on Tuesday of each calendar week, weekly reports on performance (actual, by line item, as compared to the Plan, by line item) as at the end of the immediately preceding calendar week, and on the first Tuesday of each calendar month, monthly reports testing performance against the Plan (actual, by line item, as compared to the Plan, by line item); (n) on Tuesday of each calendar week, satisfactory in form and substance to the Agent, a written status report as of the end of the prior calendar week as to any offers to purchase all or a part of the Borrower or its businesses; (o) promptly within five (5) Business Days of the Borrower's receipt, copies of all letters of intent, purchase and sale agreements or other material documentation evidencing an intention or offer to purchase all or a part of the Borrower or its business; and (gp) as soon as practicableon the last Business Day of each calendar quarter, but in any event not later than fifteen a certificate signed by a responsible officer of the Borrower, (15i) days prior concerning the status of the Borrower's program to address Year 2000 issues, including updates and progress reports, and (ii) stating that the Borrower has made a determination that all computer applications or systems which are material to the commencement operations of the next fiscal year of the BorrowersBorrower will be Year 2000 Compliant on a timely basis, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, except to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any that such disclosure is made; and provided further, this authorization shall failure could not be deemed expected to be have a waiver material adverse effect on the business, operations or financial condition of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to timeBorrower.

Financial Statements, Certificates and Information. The Borrowers Ryder will deliver to each of the Banks, the Issuing Bank and the Agents: (a) as soon as practicable, but, in any event not later than 90 one hundred twenty (120) days after the end of each fiscal year of the BorrowersRyder, the consolidated balance sheet of Ryder and consolidating balance sheets of Borrowers its Consolidated Subsidiaries as at the end of such year, and the consolidated statements of income and cash flows, flows for Ryder and its Consolidated Subsidiaries for the related consolidated and consolidating statements of operationsfiscal year then ended, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, in accordance with GAAP andaudited and accompanied by a report and opinion of independent certified public accountants of nationally recognized standing selected by Ryder, which report and opinion shall be prepared in accordance with respect 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 consolidated financial statements, Certified by the Accountantsscope of such audit. In addition, simultaneously therewithwithin one hundred twenty (120) days of the end of each such fiscal year, the Borrowers Ryder shall use their best efforts to provide the Banks with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsDefault, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 sixty (60) days after the end of each fiscal quarter of the Borrowersfirst three fiscal quarters of each fiscal year of Ryder, copies of the consolidated and consolidating balance sheets of Ryder and statement of operations of the Borrowers its Consolidated Subsidiaries as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related statement consolidated statements of income and cash flowsflows for the portion of the fiscal year then ended, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Ryder that the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present the consolidated financial condition of the Borrowers Ryder and its Consolidated Subsidiaries on a consolidated basis as at the close of business on the date thereof and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement certificate in the form of Exhibit G C hereto (the "“Compliance Certificate"”) certified signed by the CFO principal financial officer, treasurer or assistant treasurer of Ryder, stating that the Borrowers Ryder and its Consolidated Subsidiaries are in compliance with the covenants contained in ss.ss.7, 8 and 9 §10 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any compliance and certifying (i) no Default or Event of DefaultDefault exists or if a Default or Event of Default shall then exist, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto (ii) such other matters as Exhibit H with respect to environmental mattersare set forth therein; (d) contemporaneously with or promptly following as soon as practicable but, in any event, within thirty (30) Business Days after the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing issuance thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent Ryder or any of the Borrowers;its Subsidiaries generally; and (fe) from time to time time, and with reasonable promptness, such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by Law, including, without limitation, with respect to requests or directives, whether or not having the force of law; provided. Except for any such disclosure to governmental banking regulatory authorities upon the request therefor, however, that the Banks applicable Agent or Bank or the Issuing Bank shall, to the extent practicable and allowable under lawlegally permissible, notify provide prompt written notice to Ryder so that Ryder may have the Borrowers opportunity to contest such disclosure and such Agent or Bank or the Issuing Bank shall use reasonable efforts within a reasonable period prior Law to maintain the confidentiality of such Information. Documents required to be delivered pursuant to §§8.4(a), (b) and (c) (to the time extent any such disclosure is made; documents are included in materials otherwise filed with the Securities and provided furtherExchange Commission) may be delivered electronically and if so delivered, this authorization shall not be deemed to be have been delivered on the date (i) on which Ryder posts such documents, or provides a waiver link thereto on its website on the Internet at ▇▇▇.▇▇▇▇▇.▇▇▇; or (ii) on which such documents are posted on Ryder’s behalf on an Internet or intranet website, if any, to which each Bank and the Agents have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) Ryder shall deliver paper copies of any rights to object such documents to the disclosure Administrative Agent or any Bank that requests Ryder to deliver such paper copies until a written request to cease delivering paper copies is given by the Banks Administrative Agent or such Bank and (ii) Ryder shall notify the Administrative Agent and each Bank (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. Notwithstanding anything contained herein, in every instance Ryder shall be required to provide paper copies of the Compliance Certificates required by §8.4(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative 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 Ryder with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Banks and the Issuing Bank materials and/or information which provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks (each, a “Public Bank”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective 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. Each Borrower hereby agrees that so long as such 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 Banks 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 Borrowers shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Issuing Bank and the Banks to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective 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 §29); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower has or may have Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under the federal Right any obligation to Financial Privacy Act of 1978, as in effect from time to time▇▇▇▇ any Borrower Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrowers Ryder will deliver to each of the Banks, the Issuing Bank and the Agents: (a) as soon as practicable, but, in any event not later than 90 one hundred twenty (120) days after the end of each fiscal year of the BorrowersRyder, the consolidated balance sheet of Ryder and consolidating balance sheets of Borrowers its Consolidated Subsidiaries as at the end of such year, and the consolidated statements of income and cash flows, flows for Ryder and its Consolidated Subsidiaries for the related consolidated and consolidating statements of operationsfiscal year then ended, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, in accordance with GAAP andaudited and accompanied by a report and opinion of independent certified public accountants of nationally recognized standing selected by Ryder, which report and opinion shall be prepared in accordance with respect 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 consolidated financial statements, Certified by the Accountantsscope of such audit. In addition, simultaneously therewithwithin one hundred twenty (120) days of the end of each such fiscal year, the Borrowers Ryder shall use their best efforts to provide the Banks with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsDefault, or, if such accountants shall have obtained knowledge of any then then-existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 sixty (60) days after the end of each fiscal quarter of the Borrowersfirst three fiscal quarters of each fiscal year of Ryder, copies of the consolidated and consolidating balance sheets of Ryder and statement of operations of the Borrowers its Consolidated Subsidiaries as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related statement consolidated statements of income and cash flowsflows for the portion of the fiscal year then ended, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Ryder that the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present the consolidated financial condition of the Borrowers Ryder and its Consolidated Subsidiaries on a consolidated basis as at the close of business on the date thereof and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement certificate in the form of Exhibit G C hereto (the "“Compliance Certificate"”) certified signed by the CFO principal financial officer, treasurer or assistant treasurer of Ryder, stating that the Borrowers Ryder and its Consolidated Subsidiaries are in compliance with the covenants contained in ss.ss.7, 8 and 9 §10 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any compliance and certifying (i) no Default or Event of DefaultDefault exists or if a Default or Event of Default shall then exist, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto (ii) such other matters as Exhibit H with respect to environmental mattersare set forth therein; (d) contemporaneously with or promptly following as soon as practicable but, in any event, within thirty (30) Business Days after the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing issuance thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent Ryder or any of the Borrowers;its Subsidiaries generally; and (fe) from time to time time, and with reasonable promptness, such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by Law, including, without limitation, with respect to requests or directives, whether or not having the force of law; provided. Except for any such disclosure to governmental banking regulatory authorities upon the request therefor, however, that the Banks applicable Agent or Bank or the Issuing Bank shall, to the extent practicable and allowable under lawlegally permissible, notify provide prompt written notice to Ryder so that Ryder may have the Borrowers opportunity to contest such disclosure and such Agent or Bank or the Issuing Bank shall use reasonable efforts within a reasonable period prior Law to maintain the confidentiality of such Information. Documents required to be delivered pursuant to §§8.4(a), (b) and (c) (to the time extent any such disclosure is made; documents are included in materials otherwise filed with the Securities and provided furtherExchange Commission) may be delivered electronically and if so delivered, this authorization shall not be deemed to be have been delivered on the date (i) on which Ryder posts such documents, or provides a waiver link thereto on its website on the Internet at ▇▇▇.▇▇▇▇▇.▇▇▇; or (ii) on which such documents are posted on Ryder’s behalf on an Internet or intranet website, if any, to which each Bank and the Agents have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) Ryder shall deliver paper copies of any rights to object such documents to the disclosure Administrative Agent or any Bank that requests Ryder to deliver such paper copies until a written request to cease delivering paper copies is given by the Banks Administrative Agent or such Bank and (ii) Ryder shall notify the Administrative Agent and each Bank (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. Notwithstanding anything contained herein, in every instance Ryder shall be required to provide paper copies of the Compliance Certificates required by §8.4(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative 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 Ryder with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Co-Lead Arrangers will make available to the Banks and the Issuing Bank materials and/or information which provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks (each, a “Public Bank”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective 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. Each Borrower hereby agrees that so long as such 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 Banks 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 Borrowers shall be deemed to have authorized the Administrative Agent, the Co-Lead Arrangers, the Issuing Bank and the Banks to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective 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 §29); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Co-Lead Arrangers shall be entitled to treat any Borrower has or may have Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under the federal Right any obligation to Financial Privacy Act of 1978, as in effect from time to timemark any Borrower Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver furnish to the BanksLender: (a) 3.3.1 Commencing with the fiscal year ending December 31, 2011, as soon as practicable, but, available and in any event not later than 90 within one hundred twenty (120) days after the end last day of each fiscal year, complete financial statements as audited by an independent certified public accountant of recognized standing selected by the Borrower and reasonably satisfactory to the Lender, covering the operations of Plures Technologies, Inc. and consolidated subsidiaries, including the Borrower for such fiscal year and containing statements of the Borrowers, the consolidated earnings and consolidating balance sheets of Borrowers as at the end of retained earnings and paid-in surplus for such year, statements of cash flowsflow, and balance sheets and income statement as at the related consolidated and consolidating statements close of operationssuch year, each setting forth accompanied by (a) statements in comparative form the figures for the previous preceding fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, in accordance with GAAP and, with respect to the consolidated financial statements, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) all notes, appropriate schedules, disclosures, and supplemental information pertaining to such statements, (c) a certification of Plures Technologies, Inc.’s chief financial officer that such financial statements fairly represent Plures Technologies, Inc.’s financial condition at the end of such period and the results of its operations during such period; 3.3.2 Commencing with the first full month immediately following the Closing, monthly within fifteen (15) days for the period after the end of each month through calendar year 2012 and thereafter as soon as practicable, but available and in any event not later than 45 within forty-five (45) days after the end of each fiscal quarter of Borrower during the BorrowersLoan term, copies a company prepared financial statement consisting of the consolidated and consolidating a balance sheets and sheet, statement of operations of the Borrowers as at the end of such quarter including cash flow, income, and profit and loss statements statement certified by divisionthe President or Chief Financial Officer of the Borrower; 3.3.3 Promptly after the commencement thereof, notice of each action, suit or proceeding by or before any Governmental Authority affecting the Borrower which could (singly or in the aggregate) be reasonably expected to have a Material Adverse Effect; 3.3.4 Promptly after receipt, a copy of all audits or reports submitted to the Borrower by independent public accountants in connection with any annual, special or interim audits of the books of the Borrower and any letter of comments directed by such accountants to the management of the Borrower; 3.3.5 As soon as possible and in any event within thirty (30) days after the Borrower knows or has reason to know that any event which would constitute a reportable event under ERISA with respect to any employee pension or other benefit plan subject to year end adjustmentsERISA has occurred, and or that the related statement PBGC or the Borrower has instituted or will institute proceedings to terminate such plan, a certificate of cash flows, all in reasonable detail and prepared in accordance with GAAP with a certification by the principal chief financial or accounting officer of the Borrowers (the "CFO") that the consolidated financial statements are prepared in accordance with GAAP and fairly present the consolidated financial condition of the Borrowers Borrower setting forth details as at the close of business on the date thereof to such reportable event and the results of operations for action which the period then ended; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose Borrower proposes to take with respect thereto thereto, together with a copy of any notice of such reportable event which may be required to be filed with the PBGC, or any notice delivered by the PBGC evidencing its intent to institute such proceedings, or any notice to the PBGC that the plan is to be terminated, as the case may be; 3.3.6 Immediately upon any change of Plures Technologies, Inc.’s independent public accountants, notification thereof and a certificate such further information as the Lender may reasonably request concerning the resignation, refusal to stand for reappointment after completion of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matterscurrent audit or dismissal of such accountants; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, 3.3.7 Such additional information and variance reports concerning the Parent Borrower, including, but not limited to, reports concerning Collateral, as the Lender reasonably requests, all in substantially the same form in which such information is supplied and detail reasonably acceptable to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers; (f) from time to time such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to timeLender.

Financial Statements, Certificates and Information. The Borrowers Company will deliver to each of the Banks: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersCompany, the consolidated balance sheet of the Company and its Subsidiaries and the consolidating balance sheets sheet of Borrowers the Company and its Subsidiaries (with any reference to consolidating statements of Subsidiaries in this ss.8.4 to mean that term as applied to the accounts and financial statements, as applicable, of business lines, which is presented in a format approved by the Agent), each as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statements statement of operationsincome for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect and certified without qualification by PricewaterhouseCoopers LLP or by other independent certified public accountants reasonably satisfactory to the consolidated financial statementsAgent, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks together with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsas it relates to any financial covenant, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default, and, together with such financial statements and accountant's certification, a management prepared analysis of such statements, to be in reasonable detail and prepared in accordance with past practices; (b) as soon as practicable, but in any event not later than 45 (i) forty-five (45) days after the end of each of the first three fiscal quarters of the Company commencing with the fiscal quarter ending March 31, 1999 and (ii) sixty (60) days after the end of the last fiscal quarter of the BorrowersCompany, copies of the unaudited consolidated balance sheet of the Company and each of its Subsidiaries and, commencing with the fiscal quarter ending June 30, 1999, the unaudited consolidating balance sheets and statement of operations sheet of the Borrowers Company and each of its Subsidiaries, each as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated statement of income and consolidated statement of cash flowsflow and, commencing with the fiscal quarter ending June 30, 1999, consolidating statement of income for the portion of the Company's fiscal year then elapsed, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with (i) a certification by the principal financial or accounting officer of the Company that the information contained in such financial statements fairly presents the financial position of the Company and its Subsidiaries on the date thereof (subject to year-end adjustments) and (ii) a management prepared analysis of such statements, to be in reasonable detail and prepared in accordance with past practices; (c) commencing March 31, 1999, as soon as practicable, but in any event within (i) forty-five (45) days after the end of the first month to occur after the Closing Date, (ii) thereafter, thirty (30) days after the end of each of the first two (2) months in each fiscal quarter of the Company, (iii) forty-five (45) days after the end of the last month in each fiscal quarter, other than the last month of any year, and (iv) sixty (60) days after the end of the last month in each fiscal year of the Company, unaudited monthly consolidated financial statements of the Company and its Subsidiaries for such month and unaudited monthly consolidating financial statements of the Company and its Subsidiaries for such month, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition of the Borrowers as at the close of business Company and its Subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (cd) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Company in substantially the form of Exhibit G D hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliancecompliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Defaultand, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks until December 31, 1999, together with a certificate specifying the nature brief statement and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate description of the Borrowers' Chief Operating Officer Company's progress in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parentcompleting its Year 2000 compliance; (e) contemporaneously with, or promptly following, with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the BorrowersCompany; (f) from time to time upon request of the Agent, annual projections of the Company and its Subsidiaries updating for a one year period those projections delivered to the Banks and referred to in ss.7.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this ss.8.4(f); (g) from time to time such other financial data and other information (including accountants' , management letters) as the Banks Agent or any Bank may reasonably request; and (gh) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement beginning of the next each fiscal year of the BorrowersBorrowers and their Subsidiaries, a copy of the annual budget of the Borrowers and their Subsidiaries for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within year (prepared on a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to timemonthly basis).

Financial Statements, Certificates and Information. The Borrowers will deliver to the BanksLenders: (a) as soon as practicable, but, within five (5) days after the filing with the Securities and Exchange Commission of the Parent’s Annual Report on Form 10-K with respect to each fiscal year (and in any event not later than 90 within 100 days after the end of each such fiscal year of the Borrowersyear), the consolidated and consolidating balance sheets of the Borrowers as at the end of such year, statements of cash flows, and the related consolidated and consolidating statements of operations, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP and, with respect to the consolidated financial statements, Certified certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but within five (5) days after the filing with the Securities and Exchange Commission of the Parent’s Quarterly Report on Form 10-Q with respect to the first three fiscal quarters of each fiscal year (and in any event not later than 45 within 55 days after the end of each such fiscal quarter of the Borrowersquarter), copies of the consolidated and consolidating balance sheets and statement of operations of the Borrowers as at the end of such quarter including profit and loss statements by divisionquarter, subject to year end adjustments, and the related statement of cash flows, all in reasonable detail and prepared in accordance with GAAP GAAP, with a certification by the principal financial or accounting officer of the Borrowers (the "“CFO"”) that the consolidated financial statements are prepared in accordance with GAAP and fairly present the consolidated financial condition of the Borrowers as at the close of business on the date thereof and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement in the form of Exhibit G B hereto (the "“Compliance Certificate"”) certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7§§7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks Lenders a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' ’ Chief Operating Officer in the form attached hereto as Exhibit H C with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors as soon as practicable, but in any event not later than sixty (60) days after each fiscal year end of the ParentBorrowers, copies a copy of the financial statements, financial projections, annual budget and variance reports concerning projections for the Parent in substantially the same form in which Borrowers for such information is supplied to the board of directors of the Parentfiscal year; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers;; and (f) from time to time time, such other financial data and other information (including accountants' ’ management letters) as the Banks Lenders may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize acknowledge that (i) the Banks Administrative Agent will make available to disclose any the Lenders and the Issuing Lender materials and/or information obtained pursuant provided by or on behalf of the Borrowers hereunder (collectively, "Borrower Materials") by posting Borrower Materials on IntraLinks or another similar electronic system (the "Platform") and (ii) certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to this Agreement receive material non-public information with respect to the Borrowers or their securities) (each, a "Public Lender"). The Borrowers hereby agree that (w) all appropriate governmental regulatory authorities where required Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" by law; providedthe Borrowers, howeverwhich, at a minimum, shall mean that the Banks shallword "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC", to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to have authorized the Administrative Agent, the Issuing Lender and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be a waiver of any rights to object sensitive and proprietary) with respect to the disclosure by Borrowers or their securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Banks of any such information which Platform designated "Public Investor"; and (z) the Administrative Agent shall be entitled to treat any Borrower has or may have under Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the federal Right to Financial Privacy Act of 1978, as in effect from time to timePlatform not designated "Public Investor".

Financial Statements, Certificates and Information. The Borrowers Company will deliver to the Agent, with sufficient copies for each of the Banks, and upon receipt the Agent will promptly deliver to each of the Banks: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersCompany, the consolidated balance sheet of the Company and its Subsidiaries and the consolidating balance sheets sheet of Borrowers the Company and its Subsidiaries, each as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statements statement of operationsincome and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP generally accepted accounting principles, and, with respect as to the consolidated financial statements, Certified by certified (without qualification or otherwise reasonably acceptable to the Accountants. In addition, simultaneously therewithAgent; provided that such certificate may set forth qualifications to the extent such qualifications pertain solely to changes in generally accepted accounting principles from those applied during earlier accounting periods, the Borrowers shall use their best efforts implementation of which changes is reflected in the financial statements accompanying such certification) by PricewaterhouseCoopers LLP or by other independent certified public accountants satisfactory to provide the Banks Agent, together with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsas it relates to any financial covenants, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default Default, they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 forty-five (45) days after the end of each fiscal quarter of the Borrowersfiscal quarters of the Company, copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries and the unaudited consolidating balance sheets and statement of operations sheet of the Borrowers Company and its Subsidiaries, each as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated statement of income and consolidated statement of cash flowsflow and consolidating statement of income and consolidating statement of cash flow for the portion of the Company's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at the close of business Company and its Subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Company in substantially the form of Exhibit G D hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that compliance with the covenants contained in ss.12 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental mattersBalance Sheet Date; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers; (e) within fifteen (15) days after the end of each fiscal quarter or at such earlier time as the Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such fiscal quarter or other date so requested by the Agent; (f) within fifteen (15) days after the end of each fiscal quarter, an Accounts Receivable aging report; (g) by not later than thirty (30) days prior to the end of any fiscal year, the annual projections of the Borrowers for the next fiscal year, and upon the request of the Agent or any Bank, any quarterly projections of the Company and its Subsidiaries prepared by the Company for the next fiscal quarter; and (h) from time to time such other financial data and other information (including accountants' , management letters) as the Banks Agent or any Bank may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Borrowers Company will deliver to each of the Banks: (a) as soon as practicable, but, in any event not later than 90 one hundred (100) days after the end of each fiscal year of the BorrowersCompany, the consolidated and consolidating balance sheets sheet of Borrowers the Company and its Subsidiaries as at the end of such year, statements of cash flows, and the related consolidated and consolidating statements statement of operationsearnings and the consolidated statement of cash flows, with each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP, and certified without qualification (except as to changes in GAAP and, with respect which such accountants concur) and without an expression of uncertainty as to the consolidated financial statementsability of the Company or any of its Subsidiaries to continue as going concerns by KPMG LLP or by other independent certified public accountants reasonably satisfactory to the Agent, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks together with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsDefault, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 sixty (60) days after the end of each fiscal quarter of the Borrowersfirst three (3) fiscal quarters of each fiscal year of the Company, copies of the unaudited consolidated and consolidating balance sheets and statement of operations sheet of the Borrowers Company and its Subsidiaries, each as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated and consolidating statement of earnings and the consolidated statement of cash flowsflows for the portion of the Company's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP GAAP, together with a certification by the principal financial or accounting officer certificate of any Authorized Financial Officer of the Borrowers (Company that, subject to changes resulting from audit and year-end adjustments, the "CFO") that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition of the Borrowers as at the close of business on the date thereof and the results of operations of the Company and its Subsidiaries for the period then endedperiods covered; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement statement, in the form of attached hereto as Exhibit G hereto E (the a "Compliance Certificate") ), certified by any Authorized Financial Officer of the CFO Company that the Borrowers are Company is in compliance with the covenants contained in ss.ss.7sections 9, 8 10 and 9 hereof 11 as of the end of the Page 72 applicable period and setting forth in reasonable detail computations evidencing such compliance, provided that compliance with the financial covenants set forth in section 11 and (if applicable) reconciliations to reflect changes in GAAP since the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental mattersBalance Sheet Date; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material other financial statements and reports as the Company shall send to any holders of a financial nature filed Indebtedness of the Company or the stockholders of the Company, and copies of all regular and periodic reports which the Company may be required to file with the Securities and Exchange Commission or sent any similar or corresponding federal or state governmental commission, department or agency substituted therefor; (e) (i) while, and for so long as, the Obligations are secured as provided in section 6.2, within fifteen (15) Business Days after the end of the first three fiscal quarters of each year, an inventory designation report in form and substance reasonably satisfactory to the stockholders Agent, and (ii) within thirty (30) Business Days after the end of the Parent or any fourth fiscal quarter of each year, an inventory designation report in form and substance reasonably satisfactory to the BorrowersAgent; (f) from time to time such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen sixty (1560) days prior to after the commencement end of each fiscal year, the budget of the Company for the next fiscal year of the Borrowersyear, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to timetime upon the reasonable request of the Agent, projections of the Company and its Subsidiaries updating those projections delivered to the Banks and referred to in section 8.8.3 or, if applicable, updating any later such projections delivered in response to this section 9.5(f); and (g) from time to time such other financial data and information as the Agent or any Bank may reasonably request.

Financial Statements, Certificates and Information. The Borrowers Company will deliver to each of the Banks: (a) as soon as practicable, but, in any event not later than 90 one hundred (100) days after the end of each fiscal year of the BorrowersCompany, the consolidated and consolidating balance sheets sheet of Borrowers the Company and its Subsidiaries as at the end of such year, statements of cash flows, and the related consolidated and consolidating statements statement of operationsearnings and the consolidated statement of cash flows, with each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP, and certified without qualification (except as to changes in GAAP and, with respect which such accountants concur) and without an expression of uncertainty as to the consolidated financial statementsability of the Company or any of its Subsidiaries to continue as going concerns by KPMG LLP or by other independent certified public accountants reasonably satisfactory to the Agent, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks together with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsDefault, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 sixty (60) days after the end of each fiscal quarter of the Borrowersfirst three (3) fiscal quarters of each fiscal year of the Page 82 Company, copies of the unaudited consolidated and consolidating balance sheets and statement of operations sheet of the Borrowers Company and its Subsidiaries, each as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated and consolidating statement of earnings and the consolidated statement of cash flowsflows for the portion of the Company's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP GAAP, together with a certification by the principal financial or accounting officer certificate of any Authorized Financial Officer of the Borrowers (Company that, subject to changes resulting from audit and year-end adjustments, the "CFO") that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition of the Borrowers as at the close of business on the date thereof and the results of operations of the Company and its Subsidiaries for the period then endedperiods covered; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement statement, in the form of attached hereto as Exhibit G hereto E (the a "Compliance Certificate") ), certified by any Authorized Financial Officer of the CFO Company that the Borrowers are Company is in compliance with the covenants contained in ss.ss.79, 8 10 and 9 hereof 11 as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance, provided that compliance with the financial covenants set forth in 11 and (if applicable) reconciliations to reflect changes in GAAP since the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental mattersBalance Sheet Date; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material other financial statements and reports as the Company shall send to any holders of a financial nature filed Indebtedness of the Company or the stockholders of the Company, and copies of all regular and periodic reports which the Company may be required to file with the Securities and Exchange Commission or sent any similar or corresponding federal or state governmental commission, department or agency substituted therefor; (e) (i) within fifteen (15) Business Days after the end of each of the first three fiscal quarters of each year, a net accounts receivable aging report with respect to the stockholders "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the Parent or any Company and the Restricted Subsidiaries which are included in the Collateral, (ii) within fifteen (15) Business Days after the end of the Borrowersfourth fiscal quarter of each year, a gross accounts receivable aging report with respect to the "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the Company and the Restricted Subsidiaries which are included in the Collateral, and (iii) within thirty (30) Business Days after the end of the fourth fiscal quarter of each year, a net accounts receivable aging report with respect to the "Accounts" (as such term is defined in the Uniform Commercial Code as in effect in The Commonwealth of Massachusetts) of the Company and the Restricted Subsidiaries which are included in the Collateral; (f) from time (i) within fifteen (15) Business Days after the end of the first three fiscal quarters of each year, an inventory designation report in form and substance reasonably satisfactory to time such other financial data the Agent, and other information (including accountants' management lettersii) as within thirty (30) Business Days after the Banks may end of the fourth fiscal quarter of each year, an inventory designation report in form and substance reasonably request; andsatisfactory to the Agent; (g) within fifteen (15) Business Days after the end of each fiscal quarter, a report as to the Foreign Scheduled Facilities and outstandings thereunder by facility and in form and substance reasonably satisfactory to the Agent; (h) as soon as practicable, but in any event not later than fifteen sixty (1560) days prior to after the commencement end of each fiscal year, the budget of the Company for the next fiscal year of the Borrowersyear, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to timetime upon the reasonable request of the Agent, projections of the Company and its Subsidiaries updating those projections delivered to the Banks and referred to in 8.8.3 or, if applicable, updating any later such projections delivered in response to this 9.5(h); and (i) from time to time such other financial data and information as the Agent or any Bank may reasonably request.

Financial Statements, Certificates and Information. The Borrowers will deliver to each of the BanksAgent, Canadian Agent and the Lenders: (a) as soon as practicable, but, but in any event not later than 90 ninety-five (95) days after the end of each fiscal year of the BorrowersZale, (i) the consolidated balance sheet of Zale and consolidating balance sheets of Borrowers its Subsidiaries as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidating statements consolidated statement of operationscash flow for such year, each setting forth in comparative form the figures as of the end of and for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect and each of such financial statements certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants reasonably satisfactory to the consolidated financial statementsAgent, Certified by and (ii) the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance annual 10-K reports of Zale filed with the covenants set Securities and Exchange Commission; and (iii) a certification by a Senior Officer of Zale setting forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to rating of the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of DefaultRated Debt; (b) as soon as practicable, but in any event not later than 45 fifty (50) days after the end of each fiscal quarter of the Borrowersfirst three fiscal quarters of each fiscal year of Zale, (i) copies of the unaudited consolidated balance sheet of Zale and consolidating balance sheets and statement of operations of the Borrowers its Subsidiaries as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated statement of income for such quarter and for the portion of Zale's fiscal year then elapsed, and the related consolidated statement of cash flowsflow for the portion of Zale's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP with generally accepted accounting principles (subject to year-end adjustments and except for the absence of notes), (ii) a certification by the principal financial or accounting officer a Senior Officer of each of the Borrowers (the "CFO") that the consolidated information contained in such management financial statements are prepared fairly presents in accordance with GAAP all material respect the financial position of Zale and fairly present the consolidated financial condition of the Borrowers as at the close of business its Subsidiaries on the date thereof (subject to year-end adjustments), (iii) a narrative discussion of the operating results of the Borrowers and each of their divisions for the fiscal quarter most recently ended and the results year to date, as compared with the comparable period of operations for the period then endedprevious year, and of the Borrowers' liquidity and capital resources at the end of such period, and (iv) the quarterly 10-Q reports of Zale filed with the Securities and Exchange Commission; (ci) simultaneously with the delivery of the management prepared financial statements referred to in subsection (b) above, a variance report comparing, for each period (including the portion of the fiscal year to date) covered by such financial statements, such financial statements with (A) the annual budget of the Borrowers, and (B) the financial statements of the Borrowers for the comparable date or period during the prior fiscal year of the Borrowers, and (ii) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by a Senior Officer of each of the Borrowers in substantially the form of Exhibit G D hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if compliance with the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include covenants contained in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature Section 12 (and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H including calculations with respect to environmental mattersthe financial information required by Section 7.14 in connection with possible Performance Adjustments) and (if applicable) reconciliations to reflect material changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; within ten (e10) contemporaneously with, or promptly following, Business Days after the filing or mailing thereof, copies of all material reports of a financial nature filed by the Borrowers with the Securities and Exchange Commission or sent to the stockholders of Zale (other than the Parent or any annual 10-K reports and the quarterly 10-Q reports of the BorrowersZale delivered pursuant to Sections 10.4(a) and (b), respectively); (fe) from time to time such other financial data and other information the Agent within thirty (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (1530) days prior to after the commencement end of each fiscal quarter (except that the next Settlement Statement for the last fiscal quarter of a fiscal year of the Borrowers, a copy Borrowers may be delivered simultaneously with the delivery of the annual budget financial statements referred to in subsections (a) and (b) above), the monthly "Settlement Statements" of ZFT (the "Settlement Statement") for the immediately preceding fiscal quarter, prepared in accordance with the requirements of the Receivables Facility Documents and such fiscal year. The Borrowers hereby authorize other information with respect to the Banks to disclose any information obtained purchase and sale of ZFT Receivables pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to Receivables Facility Documents as the extent practicable and allowable under law, notify Agent shall request in the Borrowers within a exercise of its reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.discretion;

Financial Statements, Certificates and Information. The Borrowers Company -------------------------------------------------- will deliver to each of the BanksLenders and to the Administrative Agent: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersCompany, the consolidated balance sheet of the Company and consolidating its Subsidiaries, and the Consolidating balance sheets of Borrowers sheets, each as at the end of such year, statements of cash flows, and the related consolidated and consolidating Consolidating statements of operations, each setting forth in comparative form the figures income and statements of cash flow for the previous fiscal such year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect to the and such consolidated financial statementsstatements to be certified without qualification by KPMG Peat Marwick LLP or by other nationally-recognized independent certified public accounting firm that is currently known as a "Big Six" accounting firm, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks together with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsDefault, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not -------- be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 forty-five (45) days after the end of each fiscal quarter of the Borrowersfirst three (3) fiscal quarters of the Company, copies of the unaudited consolidated and consolidating balance sheets and statement of operations sheet of the Borrowers Company and its Subsidiaries and the unaudited Consolidating balance sheets, each as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related statement consolidated and Consolidating statements of income and statements of cash flowsflow for the portion of the Company's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at the close of business Company and its applicable Subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, and within forty-five (45) days after the end of the last fiscal quarter of each fiscal year, a statement certified by the principal financial or accounting officer of the Company in substantially the form of Exhibit G E hereto --------- (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance ), which form of Compliance Certificate may be modified with the covenants contained in ss.ss.7, 8 and 9 hereof as written consent of the end of Company and the applicable period Administrative Agent, and setting forth in reasonable detail computations evidencing such compliancecompliance with the covenants contained in (S)11 (and, provided in addition, computations in reasonable detail of the Leverage Ratio referred to in the definition of Applicable Margin) and (if applicable) reconciliations to reflect any relevant changes in generally accepted accounting principles since the Balance Sheet Date; provided, however, the parties hereto hereby acknowledge and agree -------- ------- that if the Borrowers Compliance Certificate delivered for the fourth fiscal quarter shall at the time of issuance be based only on then-applicable management best estimates of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental mattersfiscal quarter's performance; (d) contemporaneously with or promptly following as soon as practicable, but in any event not later than thirty (30) days after the delivery thereof end of each fiscal year, the annual budget for the Company and its Non-Excluded Subsidiaries for the next succeeding fiscal year, such annual budget to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent be set forth in substantially the same form in which such information is supplied to the board of directors of the Parentreasonable detail on a month-to-month basis; (ei) contemporaneously withas soon as practicable, but in any event not later than ninety (90) days after the end of each respective plan year applicable to the Company's Guaranteed Pension Plans, a statement from the principal financial or accounting officer of the Company describing in reasonable detail any changes in actual or projected expense or liability to the Company or any of its Subsidiaries with respect to any such Guaranteed Pension Plan, and (ii) promptly followingafter the periodic calculation thereof under the PBGC Letter, a statement from the principal financial or accounting officer of the Company setting forth in reasonable detail a calculation of the Unfunded Termination Basis Benefit Liabilities as of the relevant calculation date; (f) within five (5) days after the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the BorrowersCompany; (fg) from time to time upon request of the Administrative Agent, projections of the Company and its Subsidiaries updating those projections delivered to the Lenders and referred to in (S)8.4.2 or, if applicable, updating any later such other financial data and other information projections delivered in response to a request pursuant to this (including accountants' management letters) as the Banks may reasonably request; andS)9.4(g); (gh) as soon as practicable, but in any event not later than fifteen ninety (1590) days prior to after the commencement end of the next each fiscal year of the BorrowersCompany, a copy copies of the annual budget unaudited consolidated balance sheet of the Emerging Market Subsidiaries as at the end of such year and the related consolidated statement of cash flow and income for such fiscal year. The Borrowers hereby authorize , and a description of the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any business of each such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect Emerging Market Subsidiary; (i) from time to timetime such other financial data or accounting and information (including accountants management letters) as any Agent or any Lender may reasonably request; (j) no later than thirty-five (35) days after the end of each fiscal quarter in each fiscal year, a certification by the Company that, as of the end of such fiscal quarter, no violation of (S)11 hereof occurred or existed.

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver or cause to be delivered to the BanksAgent, in form and substance satisfactory to the Agent, with sufficient copies for each of the Lenders: (a) as soon as practicable(i) within ten (10) days of the filing of REIT’s Form 10-K with the SEC, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the Borrowerscalendar year, the audited consolidated balance sheet of REIT and consolidating balance sheets of Borrowers as its Subsidiaries at the end of such year, statements of cash flows, and the related audited consolidated and consolidating statements of operationsincome, each shareholders’ equity, changes in capital and cash flows for such year, setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andGAAP, together with respect a certification by the chief financial officer of the Borrower or chief financial officer of REIT, on the Borrower’s behalf, that the information contained in such financial statements fairly presents the financial position of REIT and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the consolidated financial statements, Certified scope of the audit by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultnationally recognized accounting firm; provided, that such Accountants shall not be liable however, the Borrower may satisfy its obligations to deliver the financial statements described in this §7.4(a) by furnishing to the Banks for failure Agent a copy of its annual report on Form 10-K in respect of such fiscal year together with the financial statements required to obtain knowledge of any Default or Event of Defaultbe attached thereto, provided the Borrower is required to file such annual report on Form 10-K with the Securities and Exchange Commission and such filing is actually made; (b) as soon as practicablewithin ten (10) days of the filing of REIT’s Form 10-Q with the SEC, if applicable, but in any event not later than 45 forty-five (45) days after the end of each fiscal quarter of the Borrowersfirst three (3) calendar quarters of each year, copies of the unaudited consolidated balance sheet of REIT and consolidating balance sheets and statement of operations of the Borrowers as its Subsidiaries, at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related statement unaudited consolidated statements of income, unaudited consolidated balance sheet and cash flowsflows for the portion of REIT’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP GAAP, together with a certification by the principal chief financial or accounting officer of REIT or the Borrowers (chief financial officer of REIT, on the "CFO") Borrower’s behalf, that the consolidated information contained in such financial statements are prepared in accordance with GAAP fairly presents the financial position of REIT and fairly present the consolidated financial condition of the Borrowers as at the close of business its Subsidiaries on the date thereof (subject to year-end adjustments and absence of footnotes); provided, however, the results Borrower may satisfy its obligations to deliver the financial statements described in this §7.4(b) by furnishing to the Agent a copy of operations for its annual report on Form 10-Q in respect of such fiscal year together with the period then endedfinancial statements required to be attached thereto, provided the Borrower is required to file such annual report on Form 10-Q with the Securities and Exchange Commission and such filing is actually made; (c) simultaneously with the delivery of the financial statements referred to in (a§§7.4(a) and 7.4(b), (bi) above, a statement (a “Compliance Certificate”) certified by the chief financial officer or treasurer of the Borrower or the chief financial officer or treasurer of REIT, on the Borrower’s behalf, in the form of Exhibit G I hereto (or in such other form as the "Compliance Certificate"Agent may approve from time to time) certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if compliance or non-compliance (as the Borrowers shall at case may be) with the time of issuance of such certificate or at any covenants contained in §9 and the other time obtain knowledge of any Default or Event of Default, the Borrowers shall include covenants described in such certificate or otherwise deliver forthwith and (if applicable) setting forth reconciliations to reflect changes in GAAP since the Banks Balance Sheet Date and (ii) a certificate specifying statement of Funds From Operations and Modified FFO for the nature and period of existence thereof and what action relevant period. The Borrower shall submit with the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer Compliance Certificate an Unencumbered Pool Certificate in the form of Exhibit H attached hereto (a “Unencumbered Pool Certificate”) pursuant to which the Borrower shall calculate the amount of the Unencumbered Pool Availability as Exhibit H of the end of the immediately preceding calendar quarter. All income, expense and value associated with respect to environmental mattersReal Estate or other Investments acquired or disposed of during any quarter will be adjusted, where applicable. Such Unencumbered Pool Certificate shall specify whether there are any defaults under leases at an Unencumbered Pool Asset; (d) contemporaneously with or promptly following the delivery Agent’s request, but no more frequently than once per fiscal quarter, (i) a Rent Roll for each of the Unencumbered Pool Assets and a summary thereof in form satisfactory to the board of directors Agent as of the Parentend of each calendar quarter (including the fourth calendar quarter in each year), copies together with a listing of each tenant that has taken occupancy of each such Unencumbered Pool Asset during each calendar quarter (including the fourth calendar quarter in each year), (ii) if such Unencumbered Pool Asset has been part of the financial statementsUnencumbered Pool Availability for twelve (12) months or more, financial projectionsan operating statement for each of the Unencumbered Pool Assets for each such calendar quarter and year to date and a consolidated operating statement for Unencumbered Pool Asset for each such calendar quarter and year to date (such statements and reports to be in form reasonably satisfactory to the Agent), and variance reports concerning (iii) financial information from each tenant of a Unencumbered Pool Asset or any other evidence reasonably required by the Parent Agent to determine compliance with the covenants contained in substantially §9 and the same form in which such information is supplied to other covenants covered by the board of directors of the ParentCompliance Certificate; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed simultaneously with the Securities and Exchange Commission or sent to the stockholders delivery of the Parent financial statements referred to in §§7.4(a) and 7.4(b) above, a statement (i) listing the Real Estate owned by REIT and its Subsidiaries (or in which REIT or any of its Subsidiaries owns an interest) and stating the Borrowerslocation thereof, the date acquired, the aggregate acquisition cost for all such Real Estate, (ii) listing the Indebtedness of REIT and its Subsidiaries (excluding Indebtedness of the type described in §§8.1(a) through 8.1(d) and 8.1(f)), and (iii) listing the properties of the Borrower, the Guarantors and their Subsidiaries which are Land Assets or Development Properties, and if a Development Property providing a brief summary of the status of such development; (f) promptly following the Agent’s request, after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and REIT; (g) notice of any material audits pending or threatened in writing with respect to any tax returns filed by REIT or any of its Subsidiaries promptly following notice of such audit; (h) upon the Agent’s or any Lender’s written request, evidence reasonably satisfactory to the Agent of the timely payment of all real estate taxes for the Unencumbered Pool Assets; (i) within five (5) Business Days of receipt, copies of any written claim made with respect to any Non-Recourse Exclusion; and (j) promptly upon the request of Agent, copies of any registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and any annual, quarterly or monthly reports and other statements of REIT which are not publicly available; (k) promptly upon becoming aware thereof, notice of a change in the Credit Rating given by a Rating Agency or any announcement that any rating is “under review” or that such rating has been placed on a watch list or that any similar action has been taken by a Rating Agency; (l) from time to time time, such other financial data and other information in the possession of REIT or its Subsidiaries (including accountants' without limitation auditors’ management letters, status of litigation or investigations against REIT or any of its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting REIT or any of its Subsidiaries) as the Banks Agent may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior . Any material to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained be delivered pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, §7.4 may be delivered electronically directly to the extent practicable Agent and allowable under lawthe Lenders, notify the Borrowers within provided that such material is in a reasonable period prior format reasonably acceptable to the time any Agent, and such disclosure is made; and provided further, this authorization material shall not be deemed to be a waiver of any rights to object have been delivered to the disclosure by Agent and the Banks Lenders upon the Agent’s receipt thereof. Upon the request of the Agent, the Borrower shall deliver paper copies thereof to the Agent and the Lenders. The Borrower authorizes the Agent and the Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information which dissemination system, and the Borrower releases the Agent and the Lenders from any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as liability in effect from time to timeconnection therewith.

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver deliver, or cause to be delivered, to the BanksLender: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersBorrower, an unaudited balance sheet of the consolidated and consolidating balance sheets of Borrowers as Borrower at the end of such year, statements of cash flows, and the related consolidated and consolidating statements unaudited statement of operationsincome, each setting forth in comparative form the figures for the previous fiscal year, all year and such consolidated and consolidating financial statements statement to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, together with respect to the consolidated financial statements, Certified a certification by the Accountants. In additionprincipal financial or accounting officer, simultaneously therewith, partner or trustee of the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect Borrower that the Borrowers are information contained in compliance with such financial statement fairly presents the covenants set forth in ss.9 hereof, financial position of the Borrower on the date thereof (subject to year-end adjustments) and that, in making the examination necessary to said certification, nothing such Person has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain no knowledge of any Default or Event of DefaultDefault under this Agreement; (b) as soon as practicable, but in any event not later than 45 forty-five (45) days after the end of each six (6) month period of each fiscal quarter year of the BorrowersBorrower, copies of the consolidated and consolidating unaudited balance sheets and statement of operations sheet of the Borrowers Borrower as at the end of such quarter including profit and loss statements by division, subject to year end adjustments6-month period, and the related unaudited statement of income, statement of retained earnings, changes in capital, and statement of cash flowsflows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the principal financial or accounting officer officer, partner or trustee of the Borrowers (the "CFO") Borrower that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at the close of business Borrower on the date thereof (subject to year-end adjustments) and that, in making the results examination necessary to said certification, such Person has obtained no knowledge of operations for the period then endedany Default or Event of Default under this Agreement; (c) contemporaneously with the delivery of the financial statements referred to in clause (a) above, a statement of all contingent liabilities of the Borrower which are not reflected in such financial statements or referred to in the notes thereto, and a statement of projected cash flows of the Borrower for the current fiscal year, all in reasonable detail and certified by the principal financial or accounting officer of the Borrower; (d) simultaneously with the delivery of the financial statements referred to in clauses (a) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified signed by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7principal financial or accounting officer, 8 and 9 hereof as partner or trustee of the end of the applicable period Borrower and setting forth in reasonable detail computations evidencing such compliance, provided that if compliance with the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include covenants contained in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the ParentSection 11.10; (e) contemporaneously with, or promptly following, following the filing or mailing Borrower's receipt thereof, copies of all material of a the annual financial nature filed with the Securities and Exchange Commission or sent to the stockholders statements of the Parent or any of the BorrowersKey Tenant; (f) the financial statements and information required of the Guarantors under the Guaranty in accordance with the delivery schedule for such set forth in the Guaranty; and (g) from time to time such other financial data and other information (including accountants' management letters) as the Banks Lender may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Borrowers Company will deliver to the BanksLender: (a) as soon as practicable, but, in any event not later than 90 one hundred and twenty (120) days after the end of each fiscal year of the BorrowersCompany, the consolidated statement of assets and consolidating balance sheets liabilities of Borrowers the Company as at the end of such year, statements of cash flows, and the related consolidated and consolidating statements statement of operationsoperations for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP and, with respect to the consolidated financial statements, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofGAAP, and thatcertified, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Defaultwithout qualification; (b) as soon as practicable, but in any event not later than 45 sixty (60) days after the end of each quarterly fiscal quarter period of the BorrowersCompany, copies of the consolidated and consolidating balance sheets and unaudited statement of operations assets and liabilities of the Borrowers Company as at the end of such quarter including profit and loss statements by division, subject to year end adjustments, quarterly fiscal period and the related statement of cash flowsoperations for such quarterly fiscal period, all in reasonable detail and prepared in accordance with GAAP GAAP, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at the close of business Company on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (c) Within thirty (30) days of receipt of any audit committee report prepared by the Company’s accountants, if there are any reportable events resulting in any discussion in the sections of such report entitled “Errors or Irregularities”, “Illegal Acts” or “Misstatements Due to Fraud”, the Company will provide copies of such sections to the Lender; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) five days after the date filed with the relevant Governmental Authority for each of its fiscal years, but in any event within 125 days after the end of each fiscal year of any Insurance Subsidiary, a copy of the annual financial statements required to be filed with the Minister of Finance of Bermuda or such other appropriate Governmental Authority of the jurisdiction of domicile of any Insurance Subsidiary; (f) contemporaneously with, or promptly following, with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and New York Stock Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers;Company; and (fg) from time to time such other financial data and other information (including accountants' management letters) as the Banks Lender may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior . Documents required to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained be delivered pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; providedSection 5.04(a), however, that the Banks shall, (b) or (e) (to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; documents are included in materials otherwise filed with the New York Stock Exchange) may be delivered electronically and provided furtherif so delivered, this authorization shall not be deemed to be have been delivered on the date (i) on which such materials are publicly available as posted on the Securities and Exchange Commission’s website; or (ii) on which such documents are posted on the Company’s 1945963.02-NYCSR07A - MSW behalf on an Internet or intranet website, if any, to which the Lender has access (whether a waiver commercial or third-party website); provided that: (A) upon written request by the Lender, the Company shall deliver paper copies of any rights to object such documents to the disclosure Lender until a written request to cease delivering paper copies is given by the Banks Lender and (B) the Company shall notify the Lender (by facsimile or electronic mail) of the posting of any such information which any Borrower has or may have under the federal Right documents and provide to Financial Privacy Act Lender by electronic mail electronic versions (i.e., soft copies) of 1978, as in effect from time to timesuch documents.

Financial Statements, Certificates and Information. The Borrowers Company will, and will cause each of its Subsidiaries to, deliver to each of the BanksNoteholders: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersCompany, the consolidated balance sheet of the Company and its Subsidiaries and consolidating balance sheets sheet of Borrowers the Company and its Subsidiaries, each as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flows and consolidating statements statement of operationsincome and consolidating statement of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect to and in the case of the consolidated financial statements, Certified certified by the Accountants. In additionMayer Rispler and Company or by other regionally- or nationally-reco▇▇▇▇▇▇ ▇▇▇▇▇▇ndent certified public accountants, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks together with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsDefault, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default Default, they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 forty-five (45) days after the end of each fiscal quarter of the Borrowersfiscal quarters of the Company, copies of the unaudited consolidated and consolidating balance sheets and statement of operations sheet of the Borrowers Company and its Subsidiaries as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated and consolidating statement of income and consolidated and consolidating statement of cash flowsflow for the portion of the fiscal year of the Company then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Company that the consolidated information contained in such financial statements are prepared fairly presents in accordance with GAAP and fairly present all material respects the consolidated financial condition position of the Borrowers as at the close of business Company and its Subsidiaries on the date thereof (subject to year-end audit adjustments) and a management report (i) comparing the corresponding figures for the corresponding periods of the previous fiscal year and the results of operations corresponding figures from the most recent budget for the period then endedcurrent fiscal year and (ii) discussing the reasons for any significant variations; (c) promptly as they are filed or become available, true, correct and complete copies of all such financial statements, proxy material and reports as any of the Borrowers or any Subsidiaries shall send to or make available to stockholders or holders of any Indebtedness of any of the Borrowers or any Subsidiaries, or shall file with the SEC or any stock exchange or NASDAQ, or announcements made to the general public by any of the Borrowers or any Subsidiary; (d) from time to time, notice of changes in any applicable margin (as set forth in the Senior Credit Agreement) as they become effective; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Company setting forth reconciliations to reflect changes in generally accepted accounting principles since the form of Exhibit G hereto Balance Sheet Date (the a "Compliance Certificate") certified by and, at the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as request of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the ParentNoteholders, copies of any annual accountant's management letter received by the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the BorrowersCompany; (f) from time to time such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not no later than fifteen (15) days prior to the commencement start of each fiscal year, commencing with the start of the next fiscal year ending March 31, 2001, a budget and customary supporting financial information of the Borrowers, a copy of Company and its Subsidiaries for the annual budget for such succeeding fiscal year. The Borrowers hereby authorize , including balance sheets, operating statements and forecasts on a quarterly basis, in reasonable detail and in the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, form delivered to the extent practicable Company's Board of Directors, and allowable under law, notify the Borrowers within a reasonable period prior to the time promptly upon preparation thereof any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure similar budgets or other financial information prepared by the Banks Company and any material revisions of any such information which any Borrower has annual or may have under the federal Right to Financial Privacy Act of 1978, as in effect other budgets or financial information; and (g) from time to time, such other financial data and information relating to the Company and its Subsidiaries as any Noteholder may reasonably request.

Financial Statements, Certificates and Information. The Borrowers Company will deliver to each of the BanksInvestors: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersCompany, the consolidated balance sheet of the Company and its Subsidiaries and the consolidating balance sheets sheet of Borrowers the Company and its Subsidiaries (with any reference to consolidating statements of Subsidiaries in this Section 7.2 to mean that term as applied to the accounts and financial statements, as applicable, of business lines), each as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statements statement of operationsincome for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect to the consolidated financial statements, Certified and certified without qualification by PricewaterhouseCoopers LLP or by other independent certified public accountants of nationally recognized standing selected by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of DefaultCompany; (b) as soon as practicable, but in any event not later than 45 (i) forty-five (45) days after the end of each fiscal quarter of the BorrowersCompany and (ii) sixty (60) days after the end of the last fiscal quarter of the Company, copies of the unaudited consolidated balance sheet of the Company and each of its Subsidiaries and the unaudited consolidating balance sheets and statement of operations sheet of the Borrowers Company and each of its Subsidiaries, each as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated statement of income and consolidated statement of cash flowsflow and consolidating statement of income for the portion of the Company's fiscal year then elapsed, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at the close of business Company and its Subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (c) simultaneously with as soon as practicable, but in any event within (i) thirty (30) days after the delivery end of each of the financial statements referred to first two (2) months in each fiscal quarter of the Company, (aii) and forty-five (b45) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of days after the end of the applicable period last month in each fiscal quarter, other than the last month of any year, and (iii) sixty (60) days after the end of the last month in each fiscal year of the Company, unaudited monthly consolidated financial statements of the Company and its Subsidiaries for such month and unaudited monthly consolidating financial statements of the Company and its Subsidiaries for such month, each setting forth in reasonable detail computations evidencing comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted 12 -12- or projected figures for such complianceperiod and prepared in accordance with generally accepted accounting principles, provided together with a certification by the principal financial or accounting officer of the Company that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include information contained in such certificate or otherwise deliver forthwith to financial statements fairly presents the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate financial condition of the Borrowers' Chief Operating Officer in Company and its Subsidiaries on the form attached hereto as Exhibit H with respect date thereof (subject to environmental mattersyear-end adjustments); (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature materials filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers;Company; and (fe) from time to time such other financial data and other information (including accountants' management letters) as the Banks any Investor may reasonably request; and (g) . So long as soon as practicablethe Credit Agreement remains in effect, but in any event not later than fifteen (15) days prior the Company may satisfy its obligations under this Section 7.2 by delivering to the commencement Agent (as defined in the Credit Agreement), for the benefit of each Investor, the information which it is required to deliver to the Banks under the corresponding covenants contained in the Credit Agreement at the times required by such covenants. In the event the Credit Agreement is no longer in effect, the Company may satisfy its obligations under this Section 7.2 by delivering to the Investors the information required under Section 7.2 (a) and (b) hereof or, contemporaneously with the filing thereof, copies of the next fiscal year of Company 's Form 10-Q and Form 10-K filed with the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to timeCommission.

Financial Statements, Certificates and Information. The Borrowers Company will deliver to each of the BanksInvestors: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersCompany, the consolidated balance sheet of the Company and its Subsidiaries and the consolidating balance sheets sheet of Borrowers the Company and its Subsidiaries, each as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statements statement of operationsincome and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect to the consolidated financial statements, Certified and certified by Deloitte & Touche LLP or by other independent certified public accountants of nationally recognized standing selected by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of DefaultCompany; (b) as soon as practicable, but in any event not later than 45 forty-five (45) days after the end of each fiscal quarter of the Borrowersfiscal quarters of the Company, copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries and the unaudited consolidating balance sheets and statement of operations sheet of the Borrowers Company and its Subsidiaries, each as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated statement of income and consolidated statement of cash flowsflow and consolidating statement of income and consolidating statement of cash flow for the portion of the Company's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at the close of business Company and its Subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to as soon as practicable, but in any event within thirty (a30) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of days after the end of each month in each fiscal year of the applicable period setting forth Company, unaudited monthly consolidated financial statements of the Company and its Subsidiaries for such month and unaudited monthly consolidating financial statements of the Company and its Subsidiaries for such month, each prepared in reasonable detail computations evidencing such complianceaccordance with generally accepted accounting principles, provided together with a certification by the principal financial or accounting officer of the Company that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include information contained in such certificate or otherwise deliver forthwith to financial statements fairly presents the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate financial condition of the Borrowers' Chief Operating Officer in Company and its Subsidiaries on the form attached hereto as Exhibit H with respect date thereof (subject to environmental mattersyear-end adjustments); (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature materials filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers;Company; and (fe) from time to time such other financial data and other information (including accountants' management letters) as the Banks any Investor may reasonably request; and (g) . So long as soon as practicablethe Subordinated Credit Agreement remains in effect, but in any event not later than fifteen (15) days prior the Company may satisfy its obligations under this ss.6.2 by delivering to each Investor the information which it is required to deliver to the commencement of Bank under the next fiscal year of corresponding covenants contained in the Borrowers, a copy of Subordinated Credit Agreement at the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where times required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to timecovenants.

Financial Statements, Certificates and Information. The Borrowers will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each the fiscal year of the BorrowersBorrowers ended December 31, 2002, the consolidated and consolidating balance sheets sheet of the Borrowers as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidating statements consolidated statement of operationscash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect and certified by Ernst & Young or by other independent certified public accounts satisfactory to the consolidated financial statements, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of DefaultAdministrative Agent; (b) as soon as practicable, but in any event not later than 45 within forty-five (45) days after of the end of each fiscal quarter of the BorrowersBorrowers commencing with the fiscal quarter ended December 31, 2002, copies of the unaudited consolidated and consolidating balance sheets and statement of operations sheet of the Borrowers as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated statement of income and consolidated statement of cash flowsflow for the portion of the Borrowers' fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") that the information contained in such financial statements fairly presents the financial position of the Borrowers on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event within forty-five (45) days of the end of the calendar month ending December 31, 2002, and within thirty (30) days after the end of each calendar month thereafter, unaudited monthly consolidated financial statements are of the Borrowers for such month, each prepared in accordance with GAAP and fairly present the consolidated financial condition of the Borrowers as at the close of business on the date thereof and the results of operations for the period then endedgenerally accepted accounting principles; (cd) simultaneously with the delivery of the financial statements referred to in subsections (a), (b) and (bc) above, a statement certified by the principal financial or accounting officer of the Parent in form and substance satisfactory to the form of Exhibit G hereto Agents (the "Compliance CertificateCOMPLIANCE CERTIFICATE") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that compliance with the covenants contained in ss.12 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the ParentBalance Sheet Date; (e) contemporaneously with, or promptly following, the filing or mailing thereofpromptly, copies of all material pleadings, papers, notices, orders and other papers filed in or issued from the Bankruptcy Court or any appellate court in the Cases and copies of a financial nature all reports filed with the Securities and Exchange Commission or sent to the stockholders Office of the Parent or United States Trustee relating to any of the BorrowersCases; (f) on the first Business Day of each month, a rolling thirteen (13) week cash flow projection, of the Borrowers in a form and in such detail as is reasonably satisfactory to the Administrative Agent, updating the prior cash flow projection and, for prior periods ending up to one week prior to the date of the report, showing actual performance and any variances of actual performance from projected performance; (g) from time to time upon request of any Agent, a summary of accounts receivable and accounts payable of the Borrowers, including accounts payable to lessors of goods and holders of Prior Permitted Liens on account of dispositions of goods or collateral; (h) not less frequently than semi-monthly, and from time to time upon any Agent's request, a Borrowing Base Certificate in the form of EXHIBIT D attached hereto (the "BORROWING BASE CERTIFICATE"); (i) from time to time upon request, a written or oral report, in detail reasonably satisfactory to any Agent, as to the status of the Reorganization Plan; and (j) from time to time such other financial data and other information (including accountants' management letters) as the Banks any Agent may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Borrowers Ryder will deliver to each of the Banks, the Issuing Bank and the Agents: (a) as soon as practicable, but, in any event not later than 90 one hundred twenty (120) days after the end of each fiscal year of the BorrowersRyder, the consolidated balance sheet of Ryder and consolidating balance sheets of Borrowers its Consolidated Subsidiaries as at the end of such year, and the consolidated statements of income and cash flows, flows for Ryder and its Consolidated Subsidiaries for the related consolidated and consolidating statements of operationsfiscal year then ended, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, in accordance with GAAP andaudited and accompanied by a report and opinion of independent certified public accountants of nationally recognized standing selected by Ryder, which report and opinion shall be prepared in accordance with respect 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 consolidated financial statements, Certified by the Accountantsscope of such audit. In addition, simultaneously therewithwithin one hundred twenty (120) days of the end of each such fiscal year, the Borrowers Ryder shall use their best efforts to provide the Banks with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsDefault, or, if such accountants shall have obtained knowledge of any then then-existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 sixty (60) days after the end of each fiscal quarter of the Borrowersfirst three fiscal quarters of each fiscal year of Ryder, copies of the consolidated and consolidating balance sheets of Ryder and statement of operations of the Borrowers its Consolidated Subsidiaries as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related statement consolidated statements of income and cash flowsflows for the portion of the fiscal year then ended, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Ryder that the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present the consolidated financial condition of the Borrowers Ryder and its Consolidated Subsidiaries on a consolidated basis as at the close of business on the date thereof and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement certificate in the form of Exhibit G C hereto (the "“Compliance Certificate"”) certified signed by the CFO principal financial officer, treasurer or assistant treasurer of Ryder, stating that the Borrowers Ryder and its Consolidated Subsidiaries are in compliance with the covenants contained in ss.ss.7, 8 and 9 §10 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any compliance and certifying (i) no Default or Event of DefaultDefault exists or if a Default or Event of Default shall then exist, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto (ii) such other matters as Exhibit H with respect to environmental mattersare set forth therein; (d) contemporaneously with or promptly following as soon as practicable but, in any event, within thirty (30) Business Days after the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing issuance thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent Ryder or any of the Borrowers;its Subsidiaries generally; and (fe) from time to time time, and with reasonable promptness, such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by Law, including, without limitation, with respect to requests or directives, whether or not having the force of law; provided. Except for any such disclosure to governmental banking regulatory authorities upon the request therefor, however, that the Banks applicable Agent or Bank or the Issuing Bank shall, to the extent practicable and allowable under lawlegally permissible, notify provide prompt written notice to Ryder so that Ryder may have the Borrowers opportunity to contest such disclosure and such Agent or Bank or the Issuing Bank shall use reasonable efforts within a reasonable period prior Law to maintain the confidentiality of such Information. Documents required to be delivered pursuant to §§8.4(a), (b) and (c) (to the time extent any such disclosure is made; documents are included in materials otherwise filed with the Securities and provided furtherExchange Commission) may be delivered electronically and if so delivered, this authorization shall not be deemed to be have been delivered on the date (i) on which Ryder posts such documents, or provides a waiver link thereto on its website on the Internet at ▇▇▇.▇▇▇▇▇.▇▇▇; or (ii) on which such documents are posted on Ryder’s behalf on an Internet or intranet website, if any, to which each Bank and the Agents have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) Ryder shall deliver paper copies of any rights to object such documents to the disclosure Administrative Agent or any Bank that requests Ryder to deliver such paper copies until a written request to cease delivering paper copies is given by the Banks Administrative Agent or such Bank and (ii) Ryder shall notify the Administrative Agent and each Bank (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. Notwithstanding anything contained herein, in every instance Ryder shall be required to provide paper copies of the Compliance Certificates required by §8.4(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative 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 Ryder with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Co-Lead Arrangers will make available to the Banks and the Issuing Bank materials and/or information which provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks (each, a “Public Bank”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective 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. Each Borrower hereby agrees that so long as such 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 Banks 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 Borrowers shall be deemed to have authorized the Administrative Agent, the Co-Lead Arrangers, the Issuing Bank and the Banks to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective 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 §29); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Co-Lead Arrangers shall be entitled to treat any Borrower has or may have Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under the federal Right any obligation to Financial Privacy Act of 1978, as in effect from time to time▇▇▇▇ any Borrower Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrowers Purchaser will deliver to the BanksLiquidator: (a) (i) as soon as practicable, but, but in any event not later than 90 one hundred twenty (120) days after the end of each fiscal year of the BorrowersPurchaser, the consolidated Statutory Annual Financial Statements of the Purchaser for such fiscal year, in each case to be delivered to the Liquidator simultaneously with the delivery of such financial statements to the Insurance Department, and consolidating balance sheets of Borrowers as at (ii) simultaneously with delivery to the Insurance Department and in any event not later than one hundred eighty (180) days after the end of each fiscal year of the Purchaser, the audited Statutory Annual Financial Statements of the Purchaser prepared by a nationally recognized accounting firm for such year, statements of cash flows, and the related consolidated and consolidating statements of operations, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated together with an actuarial opinion prepared by a nationally recognized actuary and consolidating financial statements to be in reasonable detail, prepared, in accordance with GAAP and, with respect to management discussion and analysis for the consolidated financial statements, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of DefaultPurchaser; (b) as soon as practicable, but in any event not later than 45 sixty (60) days after the end of the first three fiscal quarters of each fiscal quarter year of the Borrowers, Purchaser (i) copies of the consolidated and consolidating balance sheets and statement of operations Statutory Quarterly Financial Statements of the Borrowers as at the end of Purchaser for such quarter including profit and loss statements by divisionfiscal quarter, subject to year end adjustments, and the related statement of cash flows, all in reasonable detail and prepared in accordance with GAAP together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Purchaser that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at the close of business Purchaser on the date thereof (except for provisions for footnotes, reserves and accruals and subject to year- end adjustments), in each case to be delivered to the results Liquidator simultaneously with the delivery of operations for such financial statements to the period then endedInsurance Department; (c) the financial statements referred to in Sections 8.4 (a) and (b) hereof shall include a presentation with respect to the Disputed Claim Reserve; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as principal financial or accounting officer of the end of the applicable period Purchaser (a “Compliance Certificate”) setting forth in reasonable detail computations evidencing such compliance, provided that if compliance with the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include covenants contained in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate Article X as of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors end of the Parent, copies of period then ended and (if applicable) reconciliations to reflect changes in SAP since the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the ParentBalance Sheet Date; (e) contemporaneously withnot later than one hundred twenty (120) days after the beginning of each fiscal year of the Purchaser, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent an actuarial opinion (accompanied by reasonably sufficient detail) as to the stockholders adequacy of the Parent or any Disputed Claim Reserve as at the last day of such fiscal year. Each such opinion shall be prepared and delivered by an actuary of recognized national standing. Each such opinion shall be in scope and detail reasonably satisfactory to the BorrowersLiquidator; (f) from time to time such other financial data and other information copies of all accountants’ management letters within ten (including accountants' management letters10) as days of the Banks may reasonably requestreceipt thereof; and (g) promptly after request, such other financial data and information as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or Liquidator may have under the federal Right to Financial Privacy Act of 1978, as in effect reasonably request from time to time.

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver to each of the Banks: (a) as soon as practicable, but, but in any event not later than 90 forty-five (45) days after the end of each fiscal year of the Borrowersfiscal quarters of the Borrower, copies of the consolidated and consolidating unaudited balance sheets sheet of Borrowers the Borrower as at the end of such year, statements of cash flowsquarter, and the related consolidated statement of income and consolidating statements statement of operations, each setting forth in comparative form the figures cash flow for the previous portion of the Borrower's fiscal yearyear then elapsed, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, detail and prepared in accordance with GAAP andgenerally accepted accounting principles, together with respect to the consolidated financial statements, Certified a certification by the Accountants. In addition, simultaneously therewith, principal financial or accounting officer of the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect Borrower that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose information contained in such statement any such Default or Event financial statements fairly presents the financial position of Default; provided, that such Accountants shall not be liable the Borrower on the date thereof (subject to the Banks for failure to obtain knowledge of any Default or Event of Defaultyear-end adjustments); (b) as soon as practicable, but in any event not later than 45 within thirty (30) days after the end of each month in each fiscal quarter year of the BorrowersBorrower, copies unaudited monthly financial statements of the consolidated and consolidating balance sheets and statement of operations of the Borrowers as at the end of Borrower for such quarter including profit and loss statements by division, subject to year end adjustments, and the related statement of cash flows, all in reasonable detail and month prepared in accordance with GAAP generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Borrower that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition of the Borrowers as at the close of business Borrower and its Subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent Borrower; (d) at the end of each week, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar day or any other date so requested by the Agent; (e) within fifteen (15) days after the end of the Borrowers;each calendar month, an Accounts Receivable aging report; and (f) from time to time such other financial data and other information (including accountants' , management letters) as the Banks Agent or any Bank may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver furnish to the BanksBank: (a) as 3.3.1 As soon as practicableavailable, but, but in any event not later than 90 within twenty (20) days after the end of each fiscal year quarter: (1) consolidated and consolidating statements of cash flows of the Borrowers, Borrower for such quarter; (2) consolidated and consolidating income statements of the Borrower for such quarter; and (3) consolidated and consolidating balance sheets for the Borrower as of Borrowers the end of such quarter -all in reasonable detail, and certified by the president or chief financial officer of the Borrower to be true and complete; 3.3.2 As soon as available following the end of each fiscal quarter, a copy of the Borrower’s (a) form 10-Q as filed with the United States Securities and Exchange Commission, and (b) completed form FAS-123 vesting schedule. 3.3.3 As soon as available and in any event within one hundred twenty (120) days after the last day of each fiscal year, complete unqualified financial statements to be audited by a certified public accountant of recognized standing selected by the Borrower and reasonably satisfactory to the Bank, covering the operations of the Borrower for such fiscal year and containing consolidated and consolidating statements of earnings and of retained earnings and paid-in surplus for such year, consolidated and consolidating statements of cash flow, and consolidated and consolidating balance sheets and income statements as at the close of such year, each accompanied by (a) statements in comparative form for the preceding fiscal year, (b) all appropriate schedules and disclosures, (c) a certification of the Borrower’s president or chief financial officer that such financial statements fairly represent the Borrower’s financial condition at the end of such year, statements of cash flows, period and the related consolidated results of its operations during such period; and consolidating statements (d) a certificate of operationsthe president or chief financial officer of the Borrower stating that the Borrower is not in Default in the observance or performance of any of the provisions of this Agreement or, each setting forth if the Borrower will be so in comparative form the figures default, specifying all such Defaults and events of which he may have knowledge; such certificate will include supporting calculations for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, in accordance with GAAP and, with respect to the consolidated financial statements, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in determination of compliance with the covenants financial covenant set forth in ss.9 Section 3.16 hereof; 3.3.4 As soon as available, and thatprovided any principal is outstanding or an Advance is requested under the Revolving Line of Credit Loan, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; within twenty (b20) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of month, a Borrowing Base Certificate. Each Borrowing Base Certificate shall be effective only as accepted by the BorrowersBank (and with such revisions, copies of if any, as the consolidated and consolidating balance sheets and statement of operations of the Borrowers Bank may require as at a condition to such acceptance); 3.3.5 As soon as available but in any event within twenty (20) days after the end of such each quarter including profit (and loss statements by division, subject to year end adjustments, and the related statement of cash flows, all in reasonable detail and prepared in accordance with GAAP with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") that the consolidated financial statements are prepared in accordance with GAAP and fairly present the consolidated financial condition of the Borrowers as at the close of business on the date thereof and the results of operations for the period then ended; (c) simultaneously contemporaneous with the delivery of any Borrowing Base Certificate in connection with a requested Advance under the financial statements referred to in (aRevolving Line of Credit Loan) and (b) abovein such form and detail as shall be satisfactory to the Bank, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7an aging, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliancequarter, provided that if the Borrowers shall at the time of issuance of such certificate or at any (a) all Qualified Accounts and other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate accounts of the Borrowers' Chief Operating Officer Borrower including a breakout of ineligible accounts, and (b) all accounts payable in each case certified by the form attached hereto as Exhibit H with respect president or chief financial officer of the Borrower to environmental mattersbe complete and correct; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers; (f) from time to time such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as 3.3.6 As soon as practicableavailable, but in any event not later than fifteen within twenty (1520) days prior after the end of each quarter (and contemporaneous with the delivery of any Borrowing Base Certificate in connection with a requested Advance under the Revolving Line of Credit Loan) and in such form and detail as shall be satisfactory to the commencement Bank, a listing, as of the next fiscal year end of such quarter, of all Qualified Inventory and other inventory (raw materials and finished goods) of the BorrowersBorrower certified by the president or chief financial officer of the Borrower to be complete and correct; 3.3.7 Such additional information as the Bank reasonably requires concerning the Borrower in order to enable the Bank to determine whether the provisions of this Agreement have been complied with by the Borrower; 3.3.8 Promptly after the commencement thereof, notice of each action, suit or proceeding by or before any Governmental Authority affecting the Borrower which could (singly or in the aggregate) be reasonably expected to have a Material Adverse Effect; 3.3.9 Promptly after receipt, a copy of all audits or reports submitted to the annual budget Borrower by independent public accountants in connection with any annual, special or interim audits of the books of the Borrower and any letter of comments directed by such accountants to the management of the Borrower; 3.3.10 As soon as possible and in any event within twenty (20) days after the Borrower knows or has reason to know that any event which would constitute a reportable event under ERISA with respect to any employee pension or other benefit plan subject to ERISA has occurred, or that the PBGC or the Borrower has instituted or will institute proceedings to terminate such plan, a certificate of the controller or chief financial officer of the Borrower setting forth details as to such reportable event and the action which the Borrower proposes to take with respect thereto, together with a copy of any notice of such reportable event which may be required to be filed with the PBGC, or any notice delivered by the PBGC evidencing its intent to institute such proceedings, or any notice to the PBGC that the plan is to be terminated, as the case may be; 3.3.11 Promptly after any change of the Borrower’s independent public accountants, notification thereof and such further information as the Bank may reasonably request concerning the resignation, refusal to stand for reappointment after completion of the current audit or dismissal of such fiscal yearaccountants; 3.3.12 Promptly after the Borrower has knowledge thereof, written notice of: (a) termination or revocation of any Permit necessary for the conduct of the business of the Borrower or the ownership or operation of any of its assets or property, but only if the same could have a Material Adverse Effect; (b) any material controversy with employees of the Borrower or with any labor organization which could give rise to any claim against the Borrower and which could be reasonably expected to have a Material Adverse Effect on the Borrower’s business; and/or (c) any other development which has had or could be reasonably expected to have a Material Adverse Effect; and 3.3.13 Such additional information and reports concerning the Borrower, including, but not limited to, reports concerning Collateral, in the Borrower’s possession or that the Borrower has access to, as the Bank reasonably requests, all in form and detail reasonably acceptable to the Bank. The Borrowers hereby authorize Bank also reserves the Banks right in its sole discretion to disclose any information obtained pursuant to increase the frequency of each of the reporting requirements set forth in this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to timeSection 3.3.

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 90 eighty (80) days after the end of each fiscal year of the BorrowersParent, other than as set forth in §9.4(f) as it relates to audited financial statements for the fiscal year ended February 29, 2004, the audited consolidated balance sheet of the Parent and consolidating balance sheets of Borrowers its subsidiaries, as at the end of such year, and the related audited consolidated statements of income and audited consolidated statements of cash flows, and the related consolidated and consolidating statements of operationsflow, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andand the requirements of the Securities and Exchange Commission (the “SEC”), with respect and certified without qualification and without an expression of uncertainty as to the consolidated financial statements, Certified by ability of the Accountants. In addition, simultaneously therewithParent, the Borrowers shall use their best efforts Borrower or any of the Subsidiaries to provide continue as going concerns, by Ernst & Young LLP or by other independent certified public accountants reasonably satisfactory to the Banks Administrative Agent, together with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsrelated to or arising from accounting matters, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 fifty (50) days after the end of each fiscal quarter of the Borrowersfiscal quarters of the Parent, copies of the unaudited consolidated and consolidating balance sheets and statement of operations of the Borrowers Parent and its subsidiaries as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related statement consolidated statements of income and cash flowsflows for the fiscal quarter then ended, all in reasonable detail and prepared in accordance with GAAP and SEC requirements, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Borrower that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at Parent, the close of business Borrower and their respective subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of Exhibit G E hereto (the "a “Compliance Certificate"”) certified by and certifying that no Default or Event of Default is then continuing or describing the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 nature and 9 hereof as duration of the end any then continuing Default or Event of the applicable period Default and setting forth in reasonable detail computations evidencing such compliancecompliance with the covenants contained in §11 and (if applicable) reconciliations to reflect changes in GAAP since the Balance Sheet Date, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include and (ii) a schedule in such certificate or otherwise deliver forthwith form and detail reasonably satisfactory to the Banks a certificate specifying Administrative Agent of computations of Consolidated Operating Cash Flow and other financial covenant-related calculations prepared by the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate principal financial or accounting officer of the Borrowers' Chief Operating Officer in Borrower detailing the form attached hereto as Exhibit H with respect adjustments made to environmental mattersexclude Excluded Subsidiaries from such computations; (d) contemporaneously with or promptly following upon completion thereof and in any event no later than eighty (80) days after the delivery thereof to the board beginning of directors each fiscal year of the ParentBorrower, copies the Borrower’s annual operating budget in the form of consolidated financial projections for such fiscal year and prepared on a quarterly basis and setting forth projected operating results for each quarter in such fiscal year and for the financial statementsfiscal year as a whole, financial projectionsincluding projections of operating cash flow together with a quarterly itemization of estimated taxes and Capital Expenditures for such fiscal year, and variance reports concerning which are prepared on the Parent in substantially the same form in which such information is supplied to the board basis of directors of the Parentreasonable assumptions; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers; (f) from time to time such other financial data and other information with respect to the condition or operations, financial or otherwise, of the Parent, the Borrower and the subsidiaries, including Excluded Subsidiaries (including accountants' ’ management letters) as the Banks Administrative Agent or any Lender may reasonably request; and (gf) as soon as practicable, but in any event not later than fifteen within five (155) days prior to from the commencement Funding Date, the audited consolidated balance sheet of the next Parent, the Borrower and its subsidiaries, as at the Balance Sheet Date, and the related consolidated statements of income and cash flow for the fiscal year then ended, in each case, certified by both the Parent’s independent certified public accountants and an authorized officer of the Borrowers, a copy Borrower. Such balance sheet and statement of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable income and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization cash flow shall not be deemed materially different from the financials delivered to the Lenders on the Funding Date in accordance with §12.8 and shall have been prepared in accordance with GAAP and shall fairly present in all material respects the financial condition of the Parent, the Borrower and its subsidiaries, as at the close of business on the Balance Sheet Date and the results of operations for the fiscal year then ended. There shall be a waiver no contingent liabilities of the Parent, the Borrower or any of its subsidiaries, as of the Funding Date involving material amounts, known to any officer of the Parent, the Borrower or of any rights to object of the Subsidiaries not disclosed in the balance sheet dated the Balance Sheet Date and the related notes thereto other than contingent liabilities disclosed to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as Lenders in effect from time to timewriting.

Financial Statements, Certificates and Information. The Borrowers Company will deliver to the Banks: (a) as soon as practicable, but, in any event not later than 90 92 days after the end of each fiscal year of the BorrowersCompany, the consolidated balance sheet of the Company and consolidating balance sheets of Borrowers its Subsidiaries as at the end of such year, consolidated statements of cash flows, and the related consolidated and consolidating statements of operations, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, in accordance with GAAP and, with respect to the consolidated financial statements, Certified certified by Coopers & Lybr▇▇▇ ▇▇▇ or by other independent auditors selected by the Company and reasonably satisfactory to the Banks (the "Accountants"). In addition, simultaneously therewith, the Borrowers Company shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsDefault, or, if such accountants Accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, that such Accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than 45 47 days after the end of each fiscal quarter of the Borrowersfirst three fiscal quarters of each fiscal year of the Company, copies of the consolidated and consolidating balance sheets sheet and statement of operations of the Borrowers Company and its Subsidiaries as at the end of such quarter including profit and loss statements by divisionquarter, subject to year year-end adjustments, and the related consolidated statement of cash flows, all in reasonable detail and prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrowers Company (the "CFOCFO or the CAO") that the consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly present the consolidated financial condition of the Borrowers Company and its Subsidiaries on a consolidated basis as at the close of business on the date thereof and the results of operations for the period then ended, it being understood that no such statement need be accompanied by complete footnotes; (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement certificate in the form of Exhibit G I hereto (the "Compliance Certificate") certified signed by the CFO or the CAO or the Company's corporate treasurer, stating that the Borrowers Company and its Subsidiaries are in compliance with the covenants contained in ss.ss.7Section Section 8, 8 9 and 9 10 hereof as of the end of the applicable period and setting forth in 73 -67- reasonable detail computations evidencing such compliancecompliance with respect to the covenants contained in Section Section 9.1(e), 9.3, 9.4, 9.5, and 10 hereof and that no Default or Event of Default exists, provided that if the Borrowers Company shall at the time of issuance of such certificate Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers Company shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose Company proposes to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental mattersthereto; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the Company's and its Subsidiaries' stockholders of the Parent or any of the Borrowers;generally; and (fe) from time to time such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver to the Banks:Agents and any Lender upon request of such Lender (made through the Agents): (a) within five (5) days after the filing with the Securities and Exchange Commission of the Borrower’s Annual Report on Form 10-K (or such similar report to be filed for a “foreign private issuer” as soon as practicable, but, defined by applicable Securities Laws) with respect to each fiscal year (and in any event not later than 90 within one hundred (100) days after the end of each such fiscal year of the Borrowersyear), the consolidated and consolidating balance sheets of Borrowers the Consolidated Group as at the end of such year, statements of cash flows, and the related consolidated and consolidating statements of operationsincome and cash flows of the Consolidated Group, each setting forth in comparative form the figures for the previous fiscal year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP and, with respect to the consolidated financial statements, Certified and audited and accompanied by a report and opinion of the Accountants. In addition, simultaneously therewith, the Borrowers which report and opinion shall use their best efforts to provide the Banks with a written statement from such Accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, state that such Accountants financial statements present fairly the financial position of the Consolidated Group and shall not be liable subject to any qualification as to going concern or the Banks for failure to obtain knowledge scope of any Default or Event of Defaultthe audit; (b) within five (5) days after the filing with the Securities and Exchange Commission of the Borrower’s Quarterly Report on Form 10-Q (or such similar report to be filed for a “foreign private issuer” as soon as practicable, but defined by applicable Securities Laws) with respect to each of the first three (3) fiscal quarters of each fiscal year (and in any event not later than 45 within 55 days after the end of each such fiscal quarter of the Borrowersquarter), copies of the consolidated and consolidating balance sheets and statement of operations of the Borrowers Consolidated Group as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsfiscal quarter, and the related statement consolidated statements of income and cash flowsflows of the Consolidated Group as at the end of such quarter, subject to normal year-end adjustments and the absence of footnotes, all in reasonable detail and prepared in accordance with GAAP subject to normal year-end adjustments and the absence of footnotes, with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") CFO that the consolidated financial statements are prepared in accordance with GAAP and fairly present in all material respects the consolidated financial condition of the Borrowers Consolidated Group as at the close of business on the date thereof and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") Certificate certified by the CFO that the Borrowers are Consolidated Group is in compliance with the covenants contained in ss.ss.7Sections 7.01(b), 8 7.02(j) and 9 hereof 7.14 as of the end of the applicable period period, setting forth in reasonable detail computations evidencing such compliance; provided, provided that if the Borrowers Borrower shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers Borrower shall include in such certificate or otherwise deliver forthwith to the Banks Lenders a certificate specifying the nature and period of existence thereof and what action the Borrowers Borrower propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental mattersthereto; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the U.S. Securities and Exchange Commission (or the Canadian equivalent thereof) or sent to the stockholders of the Parent or any of the Borrowers;Borrower; and (fe) from time to time time, such other financial data and other information (including accountants' ’ management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, letters and a copy of the Borrower’s annual budget and projections for such any fiscal year) as the Lenders may reasonably request. The Borrowers Borrower shall be deemed to have delivered reports and other information referred to in clauses (a), (b), and (d) of this Section 6.04 when (A) such reports or other information have been posted on the Internet website of the Securities and Exchange Commission (h▇▇▇://▇▇▇.▇▇▇.▇▇▇) (or, if applicable, the Canadian equivalent thereof) or on Borrower’s Internet website as previously identified to the Agents and Lenders and (B) the Borrower has notified the Agents by electronic mail of such posting. The Borrower hereby authorize acknowledges that (a) the Banks Agents and/or the Arrangers may, but shall not be obligated to, make available to disclose the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on, IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, 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 (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 Agents , the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information obtained pursuant (although it may be sensitive and proprietary) with respect to this Agreement to all appropriate governmental regulatory authorities where required by law; the Borrower or their securities for purposes of United States Federal, Canadian Federal, provincial, territorial and state securities laws (provided, however, that the Banks shall, to the extent practicable and allowable under lawsuch Borrower Materials constitute Information, notify the Borrowers within a reasonable period prior to the time any such disclosure is madethey shall be treated as set forth in Section 11.07); and provided further, this authorization shall not be deemed (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a waiver portion of any rights the Platform designated “Public Side Information;” and (z) the Agents and the Arrangers shall be entitled to object to the disclosure by the Banks of any such information which treat any Borrower has or may have Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under the federal Right no obligation to Financial Privacy Act of 1978, as in effect from time to timem▇▇▇ any Borrower Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrowers Company will deliver to each of the Banks: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersCompany, the consolidated balance sheet of the Company and its Subsidiaries and the consolidating balance sheets sheet of Borrowers the Company and its Subsidiaries, each as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statements statement of operationsincome and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect and certified without qualification by Price Waterhouse LLP or by other independent certified public accountants reasonably satisfactory to the consolidated financial statementsAgent, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks together with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsas it relates to any financial covenant, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default, and, together with such financial statements and accountant's certification, a management prepared analysis of such statements, to be in reasonable detail and prepared in accordance with past practices; (b) commencing with the fiscal quarter ending December 31, 1997, as soon as practicable, but in any event not later than 45 (i) forty-five (45) days after the end of each of the first three fiscal quarters of the Company and (ii) sixty (60) days after the end of the last fiscal quarter of the BorrowersCompany, copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries and the unaudited consolidating balance sheets and statement of operations sheet of the Borrowers Company and its Subsidiaries, each as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated statement of income and consolidated statement of cash flowsflow and consolidating statement of income and consolidating statement of cash flow for the portion of the Company's fiscal year then elapsed, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with (i) a certification by the principal financial or accounting officer of the Company that the information contained in such financial statements fairly presents the financial position of the Company and its Subsidiaries on the date thereof (subject to year-end adjustments) and (ii) a management prepared analysis of such statements, to be in reasonable detail and prepared in accordance with past practices; (c) as soon as practicable, but in any event within (i) thirty (30) days after the end of each of the first eleven (11) months in each fiscal year of the Company and (ii) sixty (60) days after the end of the last month in each fiscal year of the Company, unaudited monthly consolidated financial statements of the Company and its Subsidiaries for such month and unaudited monthly consolidating financial statements of the Company and its Subsidiaries for such month, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition of the Borrowers as at the close of business Company and its Subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (cd) commencing with the fiscal period ending December 31, 1997, simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Company in substantially the form of Exhibit G C hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the ParentBalance Sheet Date; (e) contemporaneously with, or promptly following, with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the BorrowersCompany; (f) from time to time upon request of the Agent, annual projections of the Company and its Subsidiaries updating for a one year period those projections delivered to the Banks and referred to in ss.7.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this ss.8.4(f); and (g) from time to time such other financial data and other information (including accountants' , management letters) as the Banks Agent or any Bank may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen (15) days prior to the commencement of the next fiscal year of the Borrowers, a copy of the annual budget for such fiscal year. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time.

Financial Statements, Certificates and Information. The Borrowers Company will deliver to each of the Banks: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersCompany, the consolidated balance sheet of the Company and its Subsidiaries and the consolidating balance sheets sheet of Borrowers the Company and its Subsidiaries (with any reference to consolidating statements of Subsidiaries in this ss.8.4 to mean that term as applied to the accounts and financial statements, as applicable, of business lines, which is presented in a format approved by the Agent), each as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statements statement of operationsincome for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andgenerally accepted accounting principles, with respect and certified without qualification by PricewaterhouseCoopers LLP or by other independent certified public accountants reasonably satisfactory to the consolidated financial statementsAgent, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks together with a written statement from such Accountants accountants to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereofthey have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, nothing has come to the attention they have obtained no knowledge of such Accountants that would indicate that any Default or Event of Default existsas it relates to any financial covenant, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided, provided that such Accountants accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default, and, together with such financial statements and accountant's certification, a management prepared analysis of such statements, to be in reasonable detail and prepared in accordance with past practices; (b) as soon as practicable, but in any event not later than 45 (i) forty-five (45) days after the end of each of the first three fiscal quarters of the Company commencing with the fiscal quarter ending March 31, 1999 and (ii) sixty (60) days after the end of the last fiscal quarter of the BorrowersCompany, copies of the unaudited consolidated balance sheet of the Company and each of its Subsidiaries and, commencing with the fiscal quarter ending June 30, 1999, the unaudited consolidating balance sheets and statement of operations sheet of the Borrowers Company and each of its Subsidiaries, each as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related consolidated statement of income and consolidated statement of cash flowsflow and, commencing with the fiscal quarter ending June 30, 1999, consolidating statement of income for the portion of the Company's fiscal year then elapsed, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles, together with (i) a certification by the principal financial or accounting officer of the Company that the information contained in such financial statements fairly presents the financial position of the Company and its Subsidiaries on the date thereof (subject to year-end adjustments) and (ii) a management prepared analysis of such statements, to be in reasonable detail and prepared in accordance with past practices; (c) commencing March 31, 1999, as soon as practicable, but in any event within (i) forty-five (45) days after the end of the first month to occur after the Closing Date, (ii) thereafter, thirty (30) days after the end of each of the first two (2) months in each fiscal quarter of the Company, (iii) forty-five (45) days after the end of the last month in each fiscal quarter, other than the last month of any year, and (iv) sixty (60) days after the end of the last month in each fiscal year of the Company, unaudited monthly consolidated financial statements of the Company and its Subsidiaries for such month and unaudited monthly consolidating financial statements of the Company and its Subsidiaries for such month, each setting forth in comparative form the figures for the previous fiscal year and a comparison setting forth the corresponding figures from the budgeted or projected figures for such period and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition of the Borrowers as at the close of business Company and its Subsidiaries on the date thereof and the results of operations for the period then ended(subject to year-end adjustments); (cd) simultaneously with the delivery of the financial statements referred to in subsections (a), (b) and (bc) above, a statement certified by the principal financial or accounting officer of the Company in substantially the form of Exhibit G D hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are and setting forth (i) in reasonable detail computations evidencing compliance with the covenants contained in ss.ss.7ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date and (ii) for any fiscal quarter occurring after December 31, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance2002, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include Excluded 2002 Expense made in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parentfiscal quarter; (e) contemporaneously with, or promptly following, with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the BorrowersCompany; (f) from time to time upon request of the Agent, annual projections of the Company and its Subsidiaries updating for a one year period those projections delivered to the Banks and referred to in ss.7.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this ss.8.4(f); (g) from time to time such other financial data and other information (including accountants' , management letters) as the Banks Agent or any Bank may reasonably request; and (gh) not later than the beginning of each fiscal year of the Borrowers and their Subsidiaries, the annual budget of the Borrowers and their Subsidiaries for such fiscal year (prepared on a monthly basis); (i) within twenty (20) days at the end of each calendar month or at such earlier time as the Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month or other date so requested by the Agent; (j) within twenty (20) days after the end of each calendar month, an Accounts Receivable Aging report; (k) by not later than the 15th and 30th day of each calendar month, the Company's cash flow forecast for each such week in which such date occurs and the immediately succeeding next 12-week period; (l) as soon as practicable, but in any event not later than fifteen thirty (1530) days prior to after the commencement end of each of the next March 31, 2002 and September 30, 2002 fiscal year of the Borrowersquarters, a copy of certificate from the annual budget principal financial or accounting officer certifying that the Borrowers are in compliance with the covenants contained in ss.10 hereof for such fiscal year. The Borrowers hereby authorize quarter; (m) within five (5) days after the Banks last day of each calendar month, commencing with the first such date to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; providedoccur after December 31, however2002, that the Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure statement certified by the Banks principal financial or accounting officer of the Company setting forth any Incurred Excluded 2002 Expenses incurred in such information month; and (n) on February 15, 2003, a statement certified by the principal financial or accounting officer of the Company setting forth the Borrowers' Adjusted Consolidated Cash Flow (including all Budgeted Expenses and those Budgeted Expenses which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978constitute Included 2002 Expenses and Excluded 2002 Expenses), as in effect from time to timetogether with reasonably detailed computations evidencing such results.

Financial Statements, Certificates and Information. The Borrowers Borrower will deliver to each of the BanksLenders: (a) as soon as practicable, but, but in any event not later than 90 ninety (90) days after the end of each fiscal year of the BorrowersBorrower, the consolidated and consolidating audited balance sheets of Borrowers as the Borrower and of the Company at the end of such year, and the related audited statements of operations and statements of cash flows, flows and the related consolidated Funds From Operations and consolidating statements of operationstaxable income for such year, each setting forth in comparative form the figures for the previous fiscal year, year and all such consolidated and consolidating financial statements to be in reasonable detail, prepared, prepared in accordance with GAAP andGenerally Accepted Accounting Principles on a consolidated basis including the Borrower and the Related Companies, with respect and accompanied by an auditor’s report prepared by Ernst & Young LLP or by another independent certified public accountant reasonably acceptable to the consolidated financial statements, Certified by the Accountants. In addition, simultaneously therewith, the Borrowers Agent and shall use their best efforts not be subject to provide the Banks with a written statement from such Accountants any “going concern” or like qualification or exception or any qualification or exception as to the effect that the Borrowers are in compliance with the covenants set forth in ss.9 hereof, and that, in making the examination necessary to said certification, nothing has come to the attention scope of such Accountants that would indicate that any Default or Event of Default exists, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Defaultaudit; provided, however, that such Accountants for so long as the Borrower and the Company are filing Form 10-K with the SEC, the delivery of a copy thereof pursuant to paragraph (e) of this §7.4 shall not be liable deemed to the Banks for failure to obtain knowledge of any Default or Event of Defaultsatisfy this paragraph (a); (b) as soon as practicable, but in any event not later than 45 forty-five (45) days after the end of each fiscal quarter of the Borrowersfirst three (3) fiscal quarters of the Borrower, copies of the consolidated and consolidating unaudited balance sheets and statement of operations of the Borrowers Borrower and of the Company as at the end of such quarter including profit and loss statements by division, subject to year end adjustmentsquarter, and the related statement unaudited statements of cash flowsoperations and statements of Funds From Operations and estimated taxable income for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP Generally Accepted Accounting Principles on a consolidated basis including the Borrower and the Related Companies, together with a certification by the principal financial or accounting officer of the Borrowers (the "CFO") Company that the consolidated information contained in such financial statements are prepared in accordance with GAAP and fairly present presents the consolidated financial condition position of the Borrowers as at Borrower and of the close of business Company on the date thereof (subject to year-end adjustments); provided, however, that for so long as the Borrower and the results Company are filing Form 10-Q with the SEC, the delivery of operations for the period then endeda copy thereof pursuant to paragraph (e) of this §7.4 shall be deemed to satisfy this paragraph (b); (c) simultaneously with the delivery of the financial statements referred to in (a) and (b) above, a statement in the form of Exhibit G hereto (the "Compliance Certificate") certified by the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.7, 8 and 9 hereof as of the end of the applicable period setting forth in reasonable detail computations evidencing such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the Borrowers' Chief Operating Officer in the form attached hereto as Exhibit H with respect to environmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of the Parent or any of the Borrowers; (f) from time to time such other financial data and other information (including accountants' management letters) as the Banks may reasonably request; and (g) as soon as practicable, but in any event not later than fifteen forty-five (1545) days prior to after the commencement end of each of the next first three (3) fiscal quarters and not later than ninety (90) days after the end of the last fiscal quarter of each fiscal year of the BorrowersBorrower, (i) copies of a copy statement of the aggregate Net Operating Income for such fiscal quarter for the Unencumbered Properties and a listing of such properties, prepared on a basis consistent with the statements furnished pursuant to §6.4(c), and certified by the Company pursuant to a certificate signed on the Company’s behalf by a Responsible Officer of the Company and, (ii) at the time of the annual budget financial statements referred to in subsection (a) above, and, if requested by the Agent, at the time of quarterly financial statements referred to in subsection (b) above, a statement setting forth the Net Operating Income for such fiscal quarter for each Unencumbered Property listed by address; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a Compliance Certificate in the form of Exhibit C hereto signed on the Company’s behalf by a Responsible Officer of the Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein (including §8.6 and §§9.1 through 9.7) and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Balance Sheet Date, and including an updated Schedule 6.19, if required under §6.19; (e) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and Exchange Commission (“SEC”) for such fiscal year. The Borrowers hereby authorize , and as soon as practicable, but in any event not later than forty-five (45) days after the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; providedend of each fiscal quarter, howevercopies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the Banks shallSEC has granted an extension for the filing of such statements, Borrower shall deliver such statements to the extent practicable and allowable under lawAgent simultaneously with the filing thereof with the SEC; (f) promptly after the same are available, notify the Borrowers within a reasonable period prior copies of each annual report, proxy or financial statement or other report or communication sent to the time any such disclosure is made; stockholders of the Borrower, and provided furthercopies of all annual, this authorization shall regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not be deemed otherwise required to be a waiver delivered to the Agent pursuant hereto; (g) promptly, and in any event within five Business Days after receipt thereof by any Related Company or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any rights to object to the disclosure by the Banks of Related Company or any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect Subsidiary thereof; and (h) from time to timetime such other financial data and information as the Agent may reasonably request including, without limitation, financial statements of any Unconsolidated Entities.