Common use of Financial Statements, Reports, etc Clause in Contracts

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, It will furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to and each Lender: (a) as soon as available, but within 90 95 days after the end of each fiscal year, its consolidated and consolidating balance sheet sheets and related consolidated and consolidating statements of income, stockholdersoperations and consolidated statements of shareholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited (in the case of such consolidated and consolidating statements) by any of Deloitte &Touche LLP, KPMG LLP, PricewaterhouseCoopers LLP, Ernst & Young LLP LLP, or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in contain any material respect“going concern” or other materially adverse qualification) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries Holdings on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated and consolidating balance sheet sheets and related consolidated and consolidating statements of income, stockholders’ equity operations and consolidated statements of shareholders’equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries Holdings on a consolidated basis in accordance with GAAP consistently applied, subject to the absence of footnotes and normal year-end reserves, accruals and audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 6.06 and 6.12 and, in the case 6.07; (d) concurrently with any delivery of a certificate delivered with the financial statements required by under paragraph (a) above, a certificate of the accounting firm opining on such statements (xwhich certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) setting forth certifying (i) whether in connection with its audit examination any Default or Event of Default has come to its attention and, if such event has come to its attention, the Borrower’s calculation of Excess Cash Flow nature and extent thereof and (yii) certifying that there based on its audit examination and its review of the computations referred to in clause (ii) of paragraph (c) above, nothing has been no change come to its attention that leads it to believe that the information contained in the business activities, assets or liabilities certificate delivered therewith pursuant to paragraph (c) above is not correct; provided that the requirements of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; this clause (d) within 45 days shall be subject to any limitations and qualifications adopted after the commencement date hereof by any professional association or organization or any Governmental Authority, in each case that affects the content of, or ability of each fiscal year accounting firms to deliver, certificates of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)type contemplated by this paragraph; (e) promptly after the same become publicly availableavailable or are filed or distributed, as applicable, copies of all periodic and other material reports, proxy statements and other materials filed by Holdings, Holdings or the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any of or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholdersthe holders of any Indebtedness with a then outstanding principal amount of $15,000,000 or more (or any trustee, agent or representative for any such holders) or to Holdings’shareholders, as the case may be; (f) promptly after upon the receipt thereof occurrence of any change of rating of the Index Debt by Holdings ▇▇▇▇▇’▇ or the Borrower or any SubsidiaryS&P, a copy certificate of a Financial Officer setting forth the new rating, the effective date thereof and, if applicable, notice of any “management letter” received by any such person from its certified public accountants and change in the management’s response theretoApplicable Rate as a result thereof; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, Holdings and the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to and each Lender: (a) as soon as available and in any event within 90 110 days after the end of each fiscal year, its consolidated balance sheet sheets and the related statements of income, stockholders’ equity income and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries (the Borrower and its Subsidiaries being collectively referred to as the "Companies") as of the close of such fiscal year and (which requirement shall be deemed satisfied by the results delivery of its operations and the operations of such Subsidiaries during Borrower's Annual Report on Form 10-K (or any successor form) for such year, together with comparative figures for the immediately preceding fiscal year), all audited by Ernst & Young LLP KPMG Peat Marwick or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries Companies on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 65 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet sheets and related statements of income, stockholders’ equity income and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries Companies as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearyear (which requirement shall be deemed satisfied by the delivery of the Borrower's Quarterly Report on Form 10-Q (or any successor form) for such quarter), and comparative figures for the same periods in the immediately preceding fiscal year, all each certified by one of its a Financial Officers Officer as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries Companies on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently promptly upon the mailing or filing thereof, copies of all financial statements, reports and proxy statements mailed to the Borrower's public shareholders, and copies of all registration statements (other than those on Form S-8) and Form 8-K's (to the extent that such Form 8-K's disclose actual or potential adverse developments with respect to the Borrower or any delivery of financial statements under paragraph (a)its Subsidiaries that constitute, or (b) abovecould reasonably be anticipated to constitute, a certificate of Material Adverse Effect) filed with the accounting firm Securities and Exchange Commission (in the case of paragraph (a)or any successor thereto) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8national securities exchange; (d) within 45 days after prompt notice of any reduction in the commencement of each fiscal year of credit rating given to the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)Borrower by S&P or ▇▇▇▇▇'▇; (e) promptly after (i) the same become publicly availableoccurrence thereof, notice of any ERISA Termination Event or "prohibited transaction", as such term is defined in Section 4975 of the Code, with respect to any Plan that results, or could reasonably be anticipated to result, in a Material Adverse Effect, which notice shall specify the nature thereof and the Borrower's proposed response thereto, and (ii) actual knowledge thereof, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower any notice of PBGC's intention to terminate or to have a trustee appointed to administer any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response theretoPlan; and (gf) promptly, from time to time, such other information information, regarding the its operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiarycondition, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable Furnish to the Administrative Agent), which shall furnish to each Lender: (a) within 90 no later than the earlier of (i) 10 days after the Borrower is or would be required to file a report Form 10-K with the Securities and Exchange Commission in compliance with the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (whether or not the Borrower is subject to such reporting requirements), and (ii) 95 days after the end of each fiscal yearyear of the Borrower, its the consolidated balance sheet of Holdings and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst Deloitte & Young Touche LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified in without a “going concern” or like qualification or exception and without any material respectqualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” provision; provided, that if Holdings elects to furnish such consolidated balance sheet and related statements of income, stockholders’ equity and cash flows prepared in accordance with IFRS consistently applied then Holdings shall also furnish a reconciliation of the same to the corresponding financial statements prepared in accordance with GAAP consistently applied; provided, further, that if Holdings elects, pursuant to the immediately preceding proviso or the first proviso in Section 5.04(b), to furnish financial statements prepared in accordance with IFRS, then Holdings may not thereafter elect to furnish the financial statements required by this Section 5.04(a) prepared in accordance with GAAP; (b) within 45 no later than the earlier of (i) 10 days after the date that the Borrower is or would be required to file a report on Form 10-Q with the Securities and Exchange Commission in compliance with the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (whether or not the Borrower is subject to such reporting requirements), and (ii) 50 days after the end of each of the first three fiscal quarters of each fiscal year, its the consolidated balance sheet of Holdings and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and and, other than with respect to quarterly reports during the remainder of the first fiscal year after the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments, together with a customary “management discussion and analysis” provision; provided, that if Holdings elects to furnish such consolidated balance sheet and related statements of income, stockholders’ equity and cash flows prepared in accordance with IFRS consistently applied then Holdings shall also furnish a reconciliation of the same to the corresponding financial statements prepared in accordance with GAAP consistently applied; provided, further, that if Holdings elects, pursuant to the immediately preceding proviso or the first proviso in Section 5.04(a), to furnish financial statements prepared in accordance with IFRS, then Holdings may not thereafter elect to furnish the financial statements required by this Section 5.04(b) prepared in accordance with GAAP; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) in the form of Exhibit F (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8Flow; (d) concurrently with any delivery of financial statements under clause (a) above, to the extent made available to the Borrower by its auditors, a certificate of the accounting firm that reported on such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that as of the last day of the immediately preceding fiscal year no Event of Default or Default has occurred with respect to Sections 6.10 or 6.11 or, if such an Event of Default or Default has occurred, specifying the extent thereof in reasonable detail. (e) within 45 90 days after the commencement beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (ef) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (fg) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiaryof their respective subsidiaries, a copy of any “management letter” received by any such person Person from its certified public accountants and the management’s response thereto; (h) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (gi) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic for further delivery reasonably acceptable by the Administrative Agent to the Administrative Agent), which shall furnish to each Lender:Issuing Bank and the Lenders in accordance with its customary practice): (a) within 90 days after the end of each fiscal year, its audited consolidated balance sheet sheets and related statements of income, stockholders’ equity income and cash flows flow, showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, its unaudited consolidated balance sheet sheets and related statements of income, stockholders’ equity income and cash flows flow, showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one the Financial Officer of its Financial Officers the Borrower as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph clause (a), ) or (b) above, a certificate of the accounting firm (in or the case of paragraph (a)) or Financial Officer (in of the case of paragraph (b)) Borrower opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations interpretations) and which may in any event will be provided by a Financial Officer if accounting firms generally are not providing such certificates) based on the actual knowledge after due inquiry of the Person giving the certificate, and: (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto; (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.66.10 and 6.11; and (iii) with respect to the computations delivered pursuant to Section 5.04(c)(ii), 6.10, 6.11 the Financial Officer shall break out and 6.12 and, in the case of a certificate delivered with separately provide the financial statements required by paragraph (a) above, (x) setting forth information relating solely to the Borrower’s calculation Unrestricted Subsidiaries and certify the accuracy of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8information; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies (which such deliveries may be made by email or facsimile) of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary it with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any of or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (ge) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents Any of the deliveries required by this Section 5.04 may be made by email or facsimile to the Administrative Agent in accordance with Section 9.01; provided that the financial statements required to be delivered pursuant to Section 5.4(a), paragraphs (a) and (b) or (e) (above and the information required to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, pursuant to paragraph (d) above shall be deemed to have been delivered on the date (i) on which the Borrower posts has posted, and has provided notice to the Administrative Agent of such documentsposting of, or provides a link thereto such information on the Borrower’s and/or the Securities and Exchange Commission’s website on the Internet internet at the Borrower’s website address; address provided in such notice, or at another website accessible by the Lenders without charge. Notwithstanding the foregoing, (i) the Borrower shall deliver paper copies of the reports and financial statements referred to in paragraphs (a) and (b) of this Section 5.04 to the Administrative Agent or any Lender who requests the Borrower to deliver such paper copies until written notice to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) on which such documents are posted on upon request of the Borrower’s behalf on IntraLinks/IntraAgency or another relevant websiteAdministrative Agent, if any, to which each Lender and the Borrower shall deliver a paper copy of the certificate required by paragraph (c) of this Section 5.04. The Borrower hereby acknowledges that (a) the Administrative Agent have access will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (whether collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a commercial“Public Lender”). The Borrower hereby agrees that, third-party website or whether sponsored if requested by the Administrative Agent, it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Proprietary Information, they shall be treated as set forth in Section 9.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, (i) the Borrower shall be under no Obligation to ▇▇▇▇ any Borrower Materials “PUBLIC” and (ii) each Public Lender shall designate to the Administrative Agent one or more persons who are entitled to receive and view Borrower Materials containing material non-public information to the same extent as Lenders that are not Public Lenders.

Financial Statements, Reports, etc. In the case of the Parent Borrower, furnish to the Administrative Agent, the Syndication Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to and each Lender: (a) within 90 5 Business Days after any filing of its annual report on Form 10-K with the Securities and Exchange Commission (but in no event later than 120 days after the end of each fiscal year), (i) its consolidated balance sheet and related statements of incomeoperations, changes in stockholders’ ' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal yearflows, all audited by Ernst & Young ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent public accountants of recognized national standing reasonably acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and condition, results of operations operations, changes in stockholders' equity and cash flows of the Parent Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;; and (ii) an unaudited consolidated balance sheet and statement of operations for each of Charter Behavioral, Green Spring and Public Solutions. (b) within 45 5 Business Days after any filing of its quarterly report on Form 10-Q with the Securities and Exchange Commission (but in no event later than 60 days after the end of each of the first three fiscal quarters of each fiscal year), (i) its consolidated balance sheet and related statements of income, stockholders’ equity operations and cash flows showing the financial condition of the Parent Borrower and its consolidated Subsidiaries, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Parent Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP, applied on a basis consistent with the application of GAAP to the Parent Borrower's most recent financial statements delivered pursuant to Section 5.04(a), subject to normal year-end audit adjustments, the absence of notes that are not required by GAAP and the condensed presentation permitted by Form 10-Q of the forms promulgated under the Securities Exchange Act of 1934 and (ii) consolidated balance sheets and statements of operations of each of Charter Behavioral, Green Spring and Public Solutions, showing the financial condition of Charter Behavioral, Green Spring and Public Solutions, in the cases of (i) and (ii) of this paragraph as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In Seller shall deliver, or cause the case of the BorrowerParent Guarantor and its subsidiaries to deliver, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each LenderBuyer: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet as soon as available and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respectevent within forty-five (45) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three quarterly fiscal quarters periods of each fiscal yearyear of Parent Guarantor and its consolidated Subsidiaries, its the unaudited, consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Parent Guarantor and its consolidated Subsidiaries as of at the close end of such fiscal quarter period and the results related unaudited, consolidated statements of income and stockholders equity and of cash flows of Parent Guarantor and its operations consolidated Subsidiaries for such period and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearyear through the end of such period, and setting forth in each case in comparative form the figures for the same corresponding periods in the immediately preceding previous fiscal year, all certified accompanied by one a certificate of its Financial Officers as a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly presenting present the consolidated financial condition and results of operations of the Borrower Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (b) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Parent Guarantor, commencing with the fiscal year ending December 31, 2010, the consolidated financial statement of Parent Guarantor and its consolidated Subsidiaries as at the end of such fiscal year, prepared in accordance with GAAP, including the consolidated balance sheets and related consolidated statements of income and stockholders equity and of cash flows for Parent Guarantor and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern, and shall state that said annual consolidated financial statements fairly present the consolidated financial condition and results of operations of Parent Guarantor and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP (c) concurrently within fifteen (15) days after the end of each quarterly fiscal period of each fiscal year of Parent Guarantor and its consolidated Subsidiaries, monthly liquidity projections of Parent Guarantor and its consolidated Subsidiaries through the Termination Date, in form reasonably satisfactory to Buyer, (d) if generated by Persons other than KBS Debt Holdings, LLC or an affiliate and received by KBS Debt Holdings, LLC or its successor as mezzanine lender under the Senior Mezzanine Loan Agreement, (i) promptly following receipt thereof and in no event later than sixty (60) days following the end of each calendar quarter, unaudited, certified financial statements for each Transaction Asset Obligor under each Transaction Asset that has been conveyed to Buyer under this Agreement, together with property level information, including but not limited to operating statements and occupancy reports, to the extent available after the exercise of commercially reasonable efforts to obtain such information, (ii) a copy of any financial or other report Seller shall receive from the Transaction Asset Obligor with respect to the Transaction Asset within fifteen (15) days after Seller's receipt thereof; and (iii) the Monthly Transaction Asset Statement, solely to the extent required to be delivered pursuant to the definition thereof; within fifteen (15) days following the end of the related calendar month; provided that with respect to information included therein required by third parties pursuant to clause (iv) of the definition of “Monthly Transaction Asset Statement”, within five (5) days after delivery to such third party. (e) following the Lower Tier Entity Foreclosure, within forty-five (45) days after the end of each quarterly fiscal period of each fiscal year of KBS Acquisition and its consolidated Subsidiaries, the unaudited, consolidated balance sheet of KBS Acquisition and its consolidated Subsidiaries as at the end of such period and the related unaudited, consolidated statements of income and stockholders equity and of cash flows of KBS Acquisition and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, accompanied by a certificate of a Responsible Officer of KBS Acquisition, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of KBS Acquisition and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (f) following a Lower Tier Entity Foreclosure, within forty-five (45) days after the end of each quarterly fiscal period of each fiscal year of KBS Acquisition and its consolidated Subsidiaries, a certificate of a Responsible Officer of KBS Acquisition setting forth the calculation of Excess Cash Flow (and the related components thereof) for such period and the application of Excess Cash Flow; (g) within five (5) Business Days after Buyer's request and to the extent such information or documentation is in the possession of Seller or readily available to Seller, such further information with respect to the operation, assets, liabilities, financial condition or prospects of any real property, the Transaction Asset, and the financial affairs of Seller, any Guarantor, as may be reasonably requested by Buyer, including all business plans prepared by or for Seller or such Parent Guarantor; (h) within five (5) days after the end of each calendar month, a certificate of Seller and Parent Guarantor certifying to compliance with all covenants set forth in the Transaction Documents and setting forth the Liquidity Availability for the related month. (i) within 120 days of KBS Acquisition acquiring control of a property following a Foreclosure, a two-year projected operating budget relating to each such property, including without limitation a description of any tenant improvement requirements relating thereto; (j) as soon as reasonably possible, and in any event within fifteen (15) Business Days after a Responsible Officer of Parent Guarantor knows, or with respect to any Plan or Multiemployer Plan to which Seller or any of its Subsidiaries makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of Seller setting forth details respecting such event or condition and the action, if any, that Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Parent Guarantor or an ER1SA Affiliate with respect to such event or condition): (i) any reportable event, as defined in Section 4043(c) of ERISA and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that, a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, including without limitation the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code); and any request for a waiver under Section 412(d) of the Code for any Plan; (ii) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by Seller or any ERISA Affiliate to terminate any Plan; (iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (iv) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041 A of ERISA; (v) the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) days; and (vi) the adoption of an amendment to any Plan that would result in the loss of tax-exempt status of the Plan and trust of which such Plan is a part if Seller or any ERISA Affiliate fails to provide timely security to such Plan if and as required by the provisions of Section 401(a)(29) of the Code or Section 307 of ERISA. Seller will cause Parent Guarantor, to furnish to Buyer, at the time it furnishes each set of financial statements under paragraph pursuant to paragraphs (a), or ) and (b) above, a certificate of a Responsible Officer of Parent Guarantor to the accounting firm (effect that, to the best of such Responsible Officer's knowledge, Parent Guarantor during such fiscal period or year has observed or performed all of its respective covenants and other agreements, and satisfied every condition, contained in this Agreement and the case other Transaction Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificateany Default, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Material Adverse Effect except as specified in such certificate (and, if any Default or Event of Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such changeis continuing, describing such change the same in reasonable detail and certifying that Holdings is in compliance describing the action Parent Guarantor has taken or proposes to take with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response respect thereto; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the BorrowerHoldings, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish such statements, certificates or other documents received pursuant to this Section 5.04 to each Lender:Lender and Issuing Bank): (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries consolidated subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries consolidated subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto, (ii) setting forth the calculation and uses of the Available Investment Amount for the fiscal period then ended and (iiiii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 6.08 and 6.12 6.09 and, in the case of a certificate delivered with the financial statements required by paragraph (ab) aboveabove for the period ending on June 30 of each year, (x) setting forth the Borrower’s Holdings’ calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8Flow; (d) within 45 concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) no later than 60 days after the commencement end of each fiscal year of the BorrowerHoldings, a detailed consolidated budget for such the then current fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (ef) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the U.S. Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (fg) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiarypromptly, following a copy of any “management letter” received request by any Lender, provide all documentation and other information that such person from Lender reasonably requests in order to comply with its certified public accountants ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the management’s response theretoUSA PATRIOT Act; and (gh) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the U.S. Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered The U.S. Borrower and Holdings hereby acknowledge and agree that all financial statements and certificates furnished pursuant to Section 5.4(aparagraphs (a), (b), (c) or and (ed) (above are hereby deemed to the extent any such documents are included in materials otherwise filed with the SECbe Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 9.01(c) and may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and treated by the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by and the Administrative Agent)Lenders as if the same had been marked “PUBLIC” in accordance with such section.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to and each LenderBank: (a) within the earlier of (x) the period for the required filing of a report on Form 10-K with the Securities and Exchange Commission including such financial statements and (y) 90 days after the end of each fiscal yearyear of the Borrower, its a consolidated balance sheet of the Borrower and its consolidated subsidiaries, the related consolidated statements of income, operations and the related consolidated statements of stockholders’ equity and cash flows flows, showing the financial condition of the Borrower and its consolidated Subsidiaries subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all such consolidated financial statements audited by Ernst and accompanied by the report thereon of Deloitte & Young Touche LLP or other independent public accountants of recognized national standing reasonably acceptable to the Required Banks and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied); (b) within the earlier of (x) the period for the required filing of a report on Form 10-Q with the Securities and Exchange Commission including such financial statements and (y) 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, its a consolidated balance sheet and related consolidated statements of income, stockholders’ equity retained earnings and cash flows flows, showing the financial condition of the Borrower and its consolidated Subsidiaries subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one a Financial Officer of its Financial Officers the Borrower as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with no later than three Business Days after any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in of the case of paragraph (b)) Borrower opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying stating that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a7.01(a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (yb)(v) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.87.03; (d) within 45 days promptly after the commencement same become publicly available, copies of each fiscal year all material periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the Borrowerfunctions of said Commission, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows or with any national securities exchange, or distributed to its public shareholders, as of the end of and for such fiscal year)case may be; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials material reports pertaining to any change in ownership filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response theretoAuthority; and (gf) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender Bank may reasonably request. Documents Information required to be furnished pursuant to this Section 6.04 shall be deemed to have been furnished to the Agent and the Banks if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Agent on an IntraLinks or similar site to which the Banks have been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Banks providing notice of such posting or availability). Information required to be delivered pursuant to this Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) 6.04 may also be delivered electronically and if so delivered, shall be deemed by electronic communications pursuant to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored procedures approved by the Administrative Agent).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish such statements, certificates or other documents received pursuant to this Section 5.04 to each Lender:Lender and Issuing Bank): (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ ' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ ' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.66.11, 6.106.12, 6.11 6.13 and 6.12 and, 6.14 and (x) in the case of a certificate delivered with the financial statements required by paragraph (b) above for the second fiscal quarter of each year, setting forth the Borrower's calculation of Excess Cash Flow, and (y) in the case of the certificate delivered pursuant to this paragraph (c) with the financial statements under paragraph (a) above for the fiscal year ended December 31, 2001, a reasonably detailed schedule showing the pro forma adjustments made to calculate Consolidated EBITDA for the fiscal quarters ended March 31, 2001 and June 30, 2001, as contemplated by the last sentence of the definition of Consolidated EBITDA (which shall include all pro forma adjustments resulting from the 2001 Cost Reduction Plan calculated as contemplated pursuant to Schedule 5.04(d)(1)), (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default (x) setting forth which certificate may be limited to the Borrower’s calculation of Excess Cash Flow extent required by accounting rules or guidelines); and (y) certifying that there has been no change in the business activities, assets or liabilities case of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; the certificate delivered pursuant to this paragraph (d) within with the financial statements under paragraph (a) above for the fiscal year ended December 31, 2001, such report of such accounting firm shall be substantially in the form of Schedule 5.04(d)(2) and shall be accompanied by the additional report of such accounting firm in the form of 5.04(d)(3). (e) no later than 45 days after the commencement end of each fiscal year of the Borrower, a detailed consolidated budget for such the then current fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (ef) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (fg) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiaryof their respective subsidiaries, a copy of any “"management letter” " received by any such person from its certified public accountants and the management’s 's response thereto; and (gh) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In Furnish to each Administrative Agent and to the case Servicing Agent with a copy for each of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each LenderLenders: (a) Subject to the last paragraph of this Section 5.05, within 90 105 ---- days after the end of each fiscal yearyear of the Borrower, its consolidated financial statements (which shall include a balance sheet and related income statement, as well as statements of income, stockholders’ partners' equity and cash flows flows) showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Consolidated Subsidiaries as of the end of and for such fiscal year prepared on a consolidated basis in accordance with GAAP consistently applied;basis. The financial statements of the Borrower and its Consolidated Subsidiaries delivered pursuant to this paragraph will be audited and reported on by independent public accountants of recognized standing. (b) Subject to the last paragraph of this Section 5.05, within 45 60 ---- days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, its consolidated unaudited financial statements (which shall include a balance sheet and related income statement, as well as statements of income, stockholders’ partners' equity and cash flows flow) showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Consolidated Subsidiaries as of the end of and for such fiscal quarter prepared on a consolidated basis basis, in each case certified by a Principal Financial Officer of the Borrower as presenting fairly the financial position and results of operations of the Borrower and its Consolidated Subsidiaries and as having been prepared in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments;. (c) concurrently Subject to the last paragraph of this Section 5.05, promptly after the same shall have been filed or furnished as described below, copies of such registration statements, annual, periodic and other reports, and such proxy statements and other information, if any, as shall be filed by the Borrower or any Subsidiary with any delivery the SEC pursuant to the requirements of financial statements under paragraph the Securities Act of 1933 or the Securities Exchange Act of 1934 or the rules promulgated thereunder. (d) Concurrently with (a), or ) and (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Principal Financial Officer of the Borrower, (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (iii) certifying that to the best knowledge of such Principal Financial Officer no Event of Default or Default has occurred and is continuing or, if such an Event of Default or a Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto; (iii) solely if the Borrower was required to satisfy the Collateral Coverage Test at the date of such financial statements by reason of Section 6.06(d), certifying compliance with the Collateral ------- Coverage Test at such date and setting forth in reasonable detail the calculation to determine such compliance; (iiiv) setting forth computations in reasonable detail satisfactory (x) the amount of Major Casualty Proceeds or cash proceeds in respect of any other Prepayment Event received by the Borrower and its Subsidiaries prior to the Administrative Agent demonstrating compliance with date of such certificate and not applied as of such date to the covenants contained repayment of the Term Loans to the extent required by Section 2.09, (y) the manner ---- in Sections 6.6which the Borrower and its Subsidiaries propose to invest such Major Casualty Proceeds or other cash proceeds (or, 6.10if the Borrower and its Subsidiaries do not intend to so invest all or any portion of such amount, 6.11 stating so and 6.12 setting forth the portion of such amount not intended to be so invested) and (z) the current status and then expected completion date of all such proposed investments; and, (v) solely in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that except as previously notified to the Collateral Agent pursuant to Section 5.11, ---- there has been no change in the business activitiesany Loan Party's name, assets form of organization, jurisdiction of organization and organizational number or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year);Federal Taxpayer Identification Number. (e) promptly after Concurrently with (a) above, a statement of the same become publicly available, copies firm of all periodic and other reports, proxy independent public accountants which audited the Borrower's financial statements (i) stating whether during the course of their examination of such financial statements they obtained knowledge of any Default existing on the date of such statements and other materials filed (ii) confirming the calculations set forth in the officer's certificate delivered simultaneously therewith pursuant to (d) above (which statement may be limited to the extent required by Holdingsaccounting rules or guidelines). (f) Within five Business Days of the date of receipt of cash proceeds in respect of any Debt Incurrence or Equity Issuance, or the receipt of cash proceeds in excess of $5,000,000 in respect of any Asset Sale or a series of related Asset Sales, or the receipt of Major Casualty Proceeds, a certificate of a Principal Financial Officer of the Borrower setting forth in reasonable detail the amount of such cash proceeds or Major Casualty Proceeds and whether the Borrower or any Subsidiary with the SEC, of its Subsidiaries intends to invest such cash proceeds or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Major Casualty Proceeds dollar threshold contained as contemplated in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and"Net Cash Proceeds". (g) promptlyOn the date of each consummation of an Asset Sale (other than a Securitization Transaction) involving Collateral with a fair market value in excess of $5,000,000, a certificate of a Principal Financial Officer of the Borrower certifying compliance with the Collateral Coverage Test at such date and setting forth in reasonable detail the calculation used to determine such compliance. (h) No later than the times specified in Sections 5.11 and 5.12(a), ---- ------- the notices required to be delivered pursuant to those sections. (i) Promptly, from time to time, such other information regarding this Agreement or the operationsaffairs, business affairs and operations or condition (financial condition or otherwise) of Holdings, the Borrower or any Subsidiary, or compliance with Subsidiary as the terms Servicing Agent may reasonably request at the request of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercialwhich is susceptible to being obtained, third-party website produced or whether sponsored generated by the Administrative Agent)any of them or of which any of them has knowledge.

Financial Statements, Reports, etc. In the case of the Holdings and Borrower, as applicable, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender: (ai) within 90 days after the end of each fiscal year, its consolidated and consolidating balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of Holdings and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ P.C. or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied; (ii) within 90 days after the end of each fiscal year, its consolidated and consolidating balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all year and adjustments otherwise reflected in the audited by Ernst & Young LLP or other independent public accountants financial statements of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) Holdings directly related to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedBorrower; (bi) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated and consolidating balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of Holdings and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and, other than with respect to quarterly reports during the remainder of the first fiscal year after the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated and consolidating balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and and, other than with respect to quarterly reports during the remainder of the first fiscal year after the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) within 30 days after the end of the first two fiscal months of each fiscal quarter, its consolidated balance sheet and related statements of income and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries during such fiscal month and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (d) concurrently with any delivery of financial statements under paragraph (a), (b) or (bc) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) in the form of Exhibit D (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) solely with respect to (a) and (b) above, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 6.10 and 6.12 and, in the case 6.11; (e) concurrently with any delivery of a certificate delivered with the financial statements required by paragraph under clause (a) above, a certificate of the accounting firm that reported on such statements (x) setting forth the Borrower’s calculation of Excess Cash Flow which certificate may be limited to accounting matters and (ydisclaim responsibility for legal interpretations) certifying that there no Event of Default or Default has been no change in occurred with respect to Sections 6.10 and 6.11 or, if such an Event of Default or Default has occurred, specifying the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change extent thereof in reasonable detail and certifying that Holdings is in compliance with Section 6.8detail; (df) within 45 90 days after the commencement beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (eg) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (fh) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiaryof their respective subsidiaries, a copy of any “management letter” received by any such person Person from its certified public accountants and the management’s response thereto; (i) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (gj) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case Borrower shall deliver to Lender for itself and on behalf of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each LenderCT Mezz II: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedMonthly Statement; (b) as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three quarterly fiscal quarters periods of each fiscal yearyear of Borrower and CT Mezz II, its consolidated the unaudited (consolidated, if applicable) balance sheet sheets of Borrower and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower CT Mezz II (and its consolidated Subsidiaries Subsidiaries, if applicable) as of at the close end of such fiscal quarter period and the results related unaudited (consolidated, if applicable) statements of income and retained earnings and of cash flows for Borrower and CT Mezz II (and its operations consolidated Subsidiaries, if applicable) for such period and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearyear through the end of such period, and setting forth in each case in comparative form the figures for the same periods in the immediately preceding fiscal previous year, all certified accompanied by one a certificate of its Financial Officers as a Responsible Officer of Borrower and CT Mezz II, which certificate shall state that said consolidated financial statements fairly presenting present the consolidated financial condition and results of operations of the Borrower and CT Mezz II (and its consolidated Subsidiaries on a consolidated basis Subsidiaries, if applicable) in accordance with GAAP GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (c) concurrently with as soon as available and in any delivery event within ninety (90) days after the end of each fiscal year of Borrower and CT Mezz II, the consolidated balance sheets of Borrower and CT Mezz II (and its consolidated Subsidiaries, if applicable) as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Borrower and CT Mezz II (and its consolidated Subsidiaries, if applicable) for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements under paragraph fairly present the consolidated financial condition and results of operations of Borrower and CT Mezz II (a)and its consolidated Subsidiaries, or (bif applicable) aboveas at the end of, and for, such fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the accounting firm (in the case examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of paragraph (a)) any Default or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8Default; (d) within 45 forty-five (45) days after following the commencement end of each quarter, or within ninety (90) days following the end of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be, a certificate from a Responsible Officer of Borrower in form and substance reasonably satisfactory to Lender that Borrower and CT Mezz II during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Loan Agreement and the other Loan Documents to be observed, performed or satisfied by it, and that there has been no Event of Default and no Material Adverse Effect; (e) within fifteen (15) Business Days after Lender's request, such further information with respect to the operation of any real property, the Collateral, the financial affairs of Borrower, CT Mezz II and any Plan and Multiemployer Plan as may be requested by Lender, including all business plans prepared by or for Borrower and CT Mezz II; provided, however, that with respect to information not previously known to, or in the possession of, Borrower relating to any Multiemployer Plan, Borrower shall only be required to provide such information as may be obtained through good faith efforts; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiaryupon Lender's request, a copy of any “management letter” received by financial or other report Borrower shall receive from any such person from its certified public accountants and the management’s response theretounderlying obligor with respect to an item of Collateral within fifteen (15) days after Borrower's receipt thereof; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, reports as the Administrative Agent or any Lender may shall reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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)require.

Financial Statements, Reports, etc. In The Borrower will maintain, for itself and each Subsidiary (other than the case Excluded Subsidiary), a system of the Borroweraccounting established and administered in accordance with GAAP or IFRS, as applicable, and will furnish to the Administrative Agent and each Lender (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender:): (a) within 90 days after the end of each of its fiscal yearyears, its audited consolidated balance sheet sheets and related consolidated statements of income, changes in stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close end of and for such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with setting forth in each case in comparative form the figures for the immediately preceding prior fiscal year, all in the case of such consolidated financial statements audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by the Borrower’s independent certified public accountants) audit report certified by an independent registered public accounting firm of such accountants (which shall not be qualified in any material respect) nationally recognized standing to the effect that such consolidated financial statements fairly present fairly, in all material respects, the financial condition and position, results of operations and cash flows of the Borrower and its consolidated the Consolidated Subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP consistently appliedGAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each of its fiscal yearyears, its consolidated balance sheet and related consolidated statements of income, changes in stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close end of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during for such fiscal quarter and the then elapsed portion of the fiscal year, and setting forth in each case in comparative form the figures for the same corresponding period or periods of (or, in the immediately preceding case of the balance sheet, as of the end of) the prior fiscal year, all certified by one a Financial Officer of its Financial Officers the Borrower as fairly presenting fairly, in all material respects, the financial condition and position, results of operations and cash flows of the Borrower and its consolidated the Consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustmentsadjustments and the absence of certain footnotes; (c) concurrently together with any each delivery of financial statements under paragraph clause (a), ) or (b) aboveof this Section 5.04, a compliance certificate of the accounting firm (substantially in the case form of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided Exhibit C signed by a Financial Officer if accounting firms generally are not providing such certificates) of the Borrower, (i) certifying that no Event of Default or as to whether a Default has occurred orand, if such an Event of Default or a Default has occurred, specifying the nature and extent details thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent reasonably detailed calculations demonstrating compliance with Section 6.07 and (iii) stating whether any change in GAAP or in the covenants contained application thereof has occurred since the date of the consolidated balance sheet of the Borrower most recently theretofore delivered under clause (a) or (b) of this Section 5.04 (or, prior to the first such delivery, referred to in Sections 6.6, 6.10, 6.11 and 6.12 Section 3.05) and, in if any such change has occurred, specifying the case effect of a certificate delivered with such change on the financial statements required by paragraph (aincluding those for the prior periods) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any accompanying such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8certificate; (d) as soon as possible and in any event within 45 days 10 Business Days after any Responsible Officer of the commencement Borrower knows that (i) any Reportable Event has occurred with respect to any Plan, (ii) any Withdrawal Liability has been incurred with respect to any Multiemployer Plan or (iii) the Borrower or any member of each fiscal year the Controlled Group has received any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization within the meaning of Title IV of ERISA or in endangered or critical status within the meaning of Section 305 of ERISA or Section 432 of the Code, a statement, signed by a Financial Officer of the Borrower, a detailed consolidated budget for describing such fiscal year (including a projected consolidated balance sheet Reportable Event, Withdrawal Liability or notice and related statements of projected operations and cash flows as of the end of and for such fiscal year)action which the Borrower proposes to take with respect thereto; (e) promptly after upon the same become publicly availablefurnishing thereof to the shareholders of the Borrower, copies of all periodic financial statements, reports and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may beso furnished; (f) promptly after upon the receipt thereof by Holdings filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Borrower or any SubsidiaryConsolidated Subsidiary files with the Securities and Exchange Commission or financial reports material to the interests of the Lenders or to the ability of the Borrower to perform its obligations under the Loan Documents; (g) promptly after ▇▇▇▇▇’▇ or S&P shall have announced a downgrade of the rating in effect for the Index Debt, a copy written notice of any “management letter” received by any such person from its certified public accountants and the management’s response theretochange; and (gh) promptly, from time to time, such other information regarding (including financial information and any information required by the operations, business affairs and financial condition of Holdings, the Borrower Patriot Act or any Subsidiary, other “know your customer” or compliance with the terms of any Loan Document, similar laws or regulations) as the Administrative Agent or any Lender may from time to time reasonably request. Documents The financial statements (and the related audit opinions and certifications) required to be delivered by the Borrower pursuant to Section 5.4(a), clauses (a) and (b) or of this Section 5.04 and the reports and statements required to be delivered by the Borrower pursuant to clauses (e) and (to the extent any such documents are included in materials otherwise filed with the SECf) may be delivered electronically and if so delivered, of this Section 5.04 shall be deemed to have been delivered on the date (i) on which when reports containing such financial statements (and the Borrower posts such documents, related audit opinions and certifications) or provides a link thereto other materials are posted on the Borrower’s website on the Internet internet at ▇▇▇▇://▇▇.▇▇▇▇▇.▇▇▇ (or any successor page identified in a notice given to the BorrowerAdministrative Agent and the Lenders) or on the SEC’s website address; on the internet at ▇▇▇.▇▇▇.▇▇▇ and the Borrower has notified the Administrative Agent (who in turn shall notify the Lenders) that such reports have been so posted or (ii) on which when such documents financial statements, reports or statements are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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 Agentdelivered in accordance with Section 9.17(a).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender: (a) As soon as practicable and in any event within 90 45 days after the end of each fiscal quarter of each fiscal year except for the fourth fiscal quarter in each fiscal year, its an unaudited consolidated balance sheet of the GGS Companies as of the close of such fiscal quarter and related unaudited consolidated statements of income, stockholders’ equity income and cash flows showing for the fiscal quarter then ended and that portion of the fiscal year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding fiscal year, and prepared by the GGS Companies in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by the chief financial officer of the Borrower as presenting fairly in all material respects the financial condition of the Borrower GGS Companies on a consolidated basis as of their respective dates and its the results of operations of the GGS Companies for the respective periods then ended, subject to normal year end adjustments. (b) As soon as practicable and in any event within 90 days (or, in the case of the fiscal year ended December 31, 2007, 120 days) after the end of each fiscal year commencing with the fiscal year ended December 31, 2007, a consolidated Subsidiaries balance sheet of the GGS Companies as of the close of such fiscal year and consolidated statements of income, retained earnings and cash flows for the fiscal year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding fiscal year and audited by UHY, LLP or another independent certified public accounting firm acceptable to the Administrative Agent in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of its operations and the operations of such Subsidiaries any change in the application of accounting principles and practices during such the year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of a report thereon by such certified public accountants (which report shall be without a “going concern” or like qualification or exception and shall not be qualified with respect to scope limitations imposed by any GGS Company or with respect to accounting principles followed by any GGS Company not in any material respectaccordance with GAAP) to the effect that such consolidated financial statements fairly present in all material respects the financial condition conditions and results of operations of the Borrower and its consolidated Subsidiaries GGS Companies on a consolidated basis in accordance with GAAP consistently applied;. (bc) within 45 days after As soon as practicable and in any event prior to the end of each of the first three fiscal quarters beginning of each fiscal yearyear (commencing with fiscal year 2008), its consolidated a business plan of the GGS Companies for the ensuing four fiscal quarters, such plan to include, on a quarterly basis, the following: a quarterly operating and capital budget, operating assumptions, a projected income statement, statement of cash flows and balance sheet and related statements a report containing management’s discussion and analysis of incomesuch projections, stockholders’ equity and cash flows showing accompanied by a certificate from the chief financial condition officer of the Borrower and its consolidated Subsidiaries as of to the close effect that, to the best of such fiscal quarter officer’s knowledge, such projections are good faith and the results reasonable estimates (utilizing reasonable assumptions in light of its operations current conditions and the operations current facts) of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments;GGS Companies for such four quarter period. (cd) concurrently with any delivery of At each time financial statements under paragraph (a), are delivered pursuant to Sections 5.01(a) or (b5.01(b) aboveand at such other times as the Administrative Agent shall reasonably request, a certificate of the accounting firm (chief financial officer or the treasurer of the Borrower in the case form of paragraph Exhibit E attached hereto (aan “Officer’s Compliance Certificate”), including the portion, if any, of the Available Amount or the Equity Proceeds Available Amount expended during the period covered by such financial statements and the purpose for which such portion was expended and the then remaining unutilized portion of the Available Amount and the Equity Proceeds Available Amount. (e) At each time financial statements are delivered pursuant to Sections 5.01(a) or Financial Officer (in the case of paragraph (b5.01(b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) a report showing the projected usage of any and all seismic crews owned or operated by the GGS Companies for the ensuing three calendar months and (ii) backlog reports and a summary of the location of each seismic crew and the status of each ongoing project for such crews. (f) At each time financial statements are delivered pursuant to Section 5.01(b), a certificate of the independent public accountants certifying such financial statements and stating that no Event of Default or Default has occurred in connection with their audit, nothing came to their attention that caused them to believe that any GGS Company failed to comply with the Financial Covenant insofar as it relates to financial and accounting matters or, if such an Event of Default or Default has occurredis not the case, specifying the such non-compliance and its nature and extent period of existence. (g) Promptly upon receipt thereof, copies of all reports, if any, submitted to any GGS Company or its Board of Directors (or equivalent body) or any shareholder thereof by its independent public accountants in connection with their auditing function, including any management report and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8;management responses thereto. (dh) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary GGS Company with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be;. (fi) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, such Such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any SubsidiaryGGS Companies, or compliance with the terms of any the Loan DocumentDocuments, as the Administrative Agent or any Lender may reasonably request. Documents required , including all documentation and other information that such Lender reasonably requests in order to be delivered pursuant to Section 5.4(a)comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, (b) or (e) (to including the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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)USA PATRIOT Act.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender: (a) the earlier of (x) the date of the required public filing of the same and (y) within 90 105 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ ' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ ' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s 's calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “"management letter” " received by any such person from its certified public accountants and the management’s 's response thereto; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s 's website on the Internet at the Borrower’s 's website address; or (ii) on which such documents are posted on the Borrower’s 's behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender: (a) As soon as practicable and in any event within 90 45 days after the end of each fiscal quarter of each fiscal year except for the fourth fiscal quarter in each fiscal year, its an unaudited consolidated balance sheet of the GGS Companies as of the close of such fiscal quarter and related unaudited consolidated statements of income, stockholders’ equity income and cash flows showing for the fiscal quarter then ended and that portion of the fiscal year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding fiscal year, and prepared by the GGS Companies in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by the chief financial officer of the Borrower as presenting fairly in all material respects the financial condition of the Borrower GGS Companies on a consolidated basis as of their respective dates and its the results of operations of the GGS Companies for the respective periods then ended, subject to normal year end adjustments. (b) As soon as practicable and in any event within 90 days (or, in the case of the fiscal year ended December 31, 2007, 120 days) after the end of each fiscal year commencing with the fiscal year ended December 31, 2007, a consolidated Subsidiaries balance sheet of the GGS Companies as of the close of such fiscal year and consolidated statements of income, retained earnings and cash flows for the fiscal year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding fiscal year and audited by UHY, LLP or another independent certified public accounting firm acceptable to the Administrative Agent in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of its operations and the operations of such Subsidiaries any change in the application of accounting principles and practices during such the year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of a report thereon by such certified public accountants (which report shall be without a “going concern” or like qualification or exception and shall not be qualified with respect to scope limitations imposed by any GGS Company or with respect to accounting principles followed by any GGS Company not in any material respectaccordance with GAAP) to the effect that such consolidated financial statements fairly present in all material respects the financial condition conditions and results of operations of the Borrower and its consolidated Subsidiaries GGS Companies on a consolidated basis in accordance with GAAP consistently applied;. (bc) within 45 days after As soon as practicable and in any event prior to the end of each of the first three fiscal quarters beginning of each fiscal yearyear (commencing with fiscal year 2008), its consolidated a business plan of the GGS Companies for the ensuing four fiscal quarters, such plan to include, on a quarterly basis, the following: a quarterly operating and capital budget, operating assumptions, a projected income statement, statement of cash flows and balance sheet and related statements a report containing management’s discussion and analysis of incomesuch projections, stockholders’ equity and cash flows showing accompanied by a certificate from the chief financial condition officer of the Borrower and its consolidated Subsidiaries as of to the close effect that, to the best of such fiscal quarter officer’s knowledge, such projections are good faith and the results reasonable estimates (utilizing reasonable assumptions in light of its operations current conditions and the operations current facts) of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments;GGS Companies for such four quarter period. (cd) concurrently with any delivery of At each time financial statements under paragraph (a), are delivered pursuant to Sections 5.01(a) or (b5.01(b) aboveand at such other times as the Administrative Agent shall reasonably request, a certificate of the accounting firm (chief financial officer or the treasurer of the Borrower in the case form of paragraph Exhibit E attached hereto (aan “Officer’s Compliance Certificate”), including the portion, if any, of the Available Amount or the Equity Proceeds Available Amount expended during the period covered by such financial statements and the purpose for which such portion was expended and the then remaining unutilized portion of the Available Amount and the Equity Proceeds Available Amount. (e) At each time financial statements are delivered pursuant to Sections 5.01(a) or Financial Officer (in the case of paragraph (b5.01(b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) a report showing the projected usage of any and all seismic crews owned or operated by the GGS Companies for the ensuing three calendar months and (ii) backlog reports and a summary of the location of each seismic crew and the status of each ongoing project for such crews. (f) At each time financial statements are delivered pursuant to Section 5.01(b), a certificate of the independent public accountants certifying such financial statements and stating that no Event of Default or Default has occurred in connection with their audit, nothing came to their attention that caused them to believe that any GGS Company failed to comply with the Financial Covenants insofar as they relate to financial and accounting matters or, if such an Event of Default or Default has occurredis not the case, specifying the such non-compliance and its nature and extent period of existence. (g) Promptly upon receipt thereof, copies of all reports, if any, submitted to any GGS Company or its Board of Directors (or equivalent body) or any shareholder thereof by its independent public accountants in connection with their auditing function, including any management report and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8;management responses thereto. (dh) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary GGS Company with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be;. (fi) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, such Such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any SubsidiaryGGS Companies, or compliance with the terms of any the Loan DocumentDocuments, as the Administrative Agent or any Lender may reasonably request. Documents required , including all documentation and other information that such Lender reasonably requests in order to be delivered pursuant to Section 5.4(a)comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, (b) or (e) (to including the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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)USA PATRIOT Act.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to for distribution by the Administrative Agent), which shall furnish Agent to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated and consolidating balance sheet sheets and related statements of incomeoperations, stockholders’ ' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing or otherwise reasonably acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated and consolidating balance sheet sheets and related statements of incomeoperations, stockholders’ ' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under sub-paragraph (a), ) or (b) above, a certificate of the accounting firm (in unless at such time it is the case practice and policy of paragraph (a)such accounting firm not to deliver such certificates) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificatesinterpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto; and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) aboveany such letter from such Financial Officer, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in reasonably detailed calculations demonstrating compliance with Section 6.8Sections 6.10, 6.11, 6.12 and 6.13; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (fe) as promptly as practicable, but in no event later than 10 Business Days after the receipt thereof by Holdings or last day of each fiscal year of the Borrower or any SubsidiaryBorrower, a copy of any “management letter” received by any such person from the budget for its certified public accountants consolidated balance sheet and related statements of income and selected working capital and capital expenditure analyses for each quarter of the management’s response theretofollowing fiscal year; and (gf) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, The Borrowers shall furnish and deliver to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender: (a1) within 90 not later than 30 days after the end of each month that is not the end of a fiscal quarter and not later than 45 days after the end of each month that is the end of a fiscal quarter, a balance sheet and a statement of revenues and expenses of the Borrowers and its Consolidated Entities on a consolidated and consolidating basis for such month and for the period beginning on the first day of the fiscal year and ending on the last day of such month and certified by the President, chief financial officer or chief accounting officer of the Borrowers, and such other information and documentation contained in a sample delivered by the Borrowers to the Lender prior to the Closing Date); (2) not later than 120 days after the end of each fiscal year, its consolidated financial statements (including a balance sheet and related statements sheet, a statement of incomeoperations, a statement of changes in stockholders’ ' equity and a statement of cash flows showing the financial condition flows) of the Borrower Borrowers and its Consolidated Entities on a consolidated Subsidiaries as of the close of basis (including consolidating entries) for such fiscal year in sufficient detail to indicate the Borrowers' and each other Consolidated Entity's compliance with the results of its operations and the operations of such Subsidiaries during such yearfinancial covenants set forth in this Article, together with statements in comparative figures form for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such certified public accountants (which shall not be qualified in any material respect) acceptable to the Lender, which opinion shall state in effect that such consolidated financial statements (A) were audited using generally accepted auditing standards, (B) were prepared in accordance with generally accepted accounting principles applied on a consistent basis, and (C) present fairly present the financial condition and results of operations of the Borrower Borrowers and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedConsolidated Entities for the periods covered; (b3) within not later than 45 days after the end of each fiscal quarter, a compliance certificate duly executed by the President, chief financial officer or chief accounting officer of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods Borrowers in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory form acceptable to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph Lender (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year"Compliance Certificate"); (e4) promptly after the same become publicly availableupon receipt thereof, copies of all periodic reports, management letters and other reports, proxy statements and other materials filed by Holdings, documents submitted to the Borrower Borrowers or any Subsidiary other Consolidated Entity by independent accountants in connection with any annual or interim audit of the books of the Borrowers or other Consolidated Entity made by such accountants; (5) contemporaneously with the SEC, distribution thereof to the stockholders or any Governmental Authority succeeding to any or all partners of the functions of said Borrowers or other Consolidated Entity (or the filing thereof with the Securities and Exchange Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be, copies of all statements, reports, notices and filings distributed by the Borrowers or other Consolidated Entity to its stockholders or partners (or filed with the 27 28 Securities and Exchange Commission, including reports on SEC Forms l0-K, l0-Q and 8-k); (f6) promptly after the receipt thereof by Holdings Borrowers know or have reason to know of the occurrence of any "reportable event" under Section 4043 of ERISA applicable to the Borrowers or other ERISA Affiliate, a certificate of the president or chief financial officer of the Borrowers setting forth the details as to such "reportable event" and the action that the Borrowers or other ERISA Affiliate has taken or will take with respect thereto, and promptly after the filing or receiving thereof, copies of all reports and notices respecting such reportable event that the Borrowers or other ERISA Affiliate files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the Borrower United States Department of Labor; (7) promptly after the Borrowers or any Subsidiaryother Consolidated Entity becomes aware of the commencement thereof, a copy notice of any “management letter” received investigation, action, suit or proceeding before any Governmental Authority involving the condemnation or taking under the power of eminent domain of any of its property or the revocation or suspension of any permit, license, certificate of need or other Governmental Requirement; (8) within ten (10) days of the receipt by the Borrowers or any other Consolidated Entity, copies of (A) all notices of default or breach under any subrogation and recovery services agreement; and (B) all other material notices of noncompliance, adverse reports issued by any Governmental Authority or private insurance company pursuant to a subrogation and recovery services agreement, which, if not promptly complied with or cured, could result in the suspension or forfeiture of any license or certification, necessary for the Borrowers to carry on its business as then conducted or the termination of any subrogation and recovery services agreement; (9) on the Closing Date and at any time the Lender requests, copies of certificates of insurance issued by the insurers for all insurance maintained by the Borrowers and its Consolidated Entities and, if the Lender shall so request, copies of the policies providing such person from its certified public accountants and insurance; provided, however, the management’s response theretoBorrowers shall promptly notify the Lender of any material change in insurance coverages; and (g10) promptly, from time to timeas soon as practicable, such other information regarding the operationsbusiness affairs, business affairs and financial condition or operations of Holdings, the Borrower Borrowers or its Consolidated Entities (including a detailed listing of subrogation and recovery services agreements and a summary aging of accounts receivable of the Borrowers and its Consolidated Entities) as the Lender shall request from time to time or at any Subsidiary, or compliance with time. The Lender shall have no obligation to make Advances if at any time at which the terms Borrowers is delinquent in the preparation and delivery of any Loan Documentof the items described above, as the Administrative Agent whether or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any not such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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)delinquency constitutes an Event of Default.

Financial Statements, Reports, etc. In the case of the Borrower, It will furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender: (a) as soon as available, and in any event within 90 120 days after the end of each fiscal yearyear of the Borrower, its a consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Consolidated Subsidiaries as of the close end of such fiscal year and the results related consolidated statements of its operations income, retained earnings and the operations of cash flows for such Subsidiaries during such fiscal year, together with setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all audited reported on in a manner reasonably acceptable to the SEC by Ernst Deloitte & Young Touche LLP or other independent public accountants of nationally recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedstanding; (b) as soon as available, and in any event within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and the related consolidated statements of projected operations income for such quarter, for the portion of the Borrower's fiscal year ended at the end of such quarter, and for the twelve months ended at the end of such quarter, and the related consolidated statement of cash flows for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth comparative figures for previous dates and periods to the extent required in Form 10-Q, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency by a Financial Officer of the Borrower; (c) simultaneously with any delivery of each set of financial statements referred to in subsections (a) and (b) above, (i) an unconsolidated balance sheet of the Borrower and the related unconsolidated statements of income, retained earnings and cash flows as of the end of same date and for the same periods applicable to the statements delivered pursuant to subsection (a) or (b) above, as applicable, all certified (subject to normal year-end adjustments in the case of quarterly statements) as to fairness of presentation, GAAP and consistency by a Financial Officer of the Borrower and (ii) a certificate of a Financial Officer of the Borrower (A) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.11 and 5.12 on the date of such fiscal year)financial statements, and (B) stating whether any Default or Event of Default exists on the date of such certificate and, if any Default or Event of Default then exists, setting forth the details thereof and the action that the Borrower is taking or proposes to take with respect thereto; (d) simultaneously with the delivery of each set of financial statements referred to in subsection (a) above, a statement of the firm of independent public accountants that reported on such statements (i) stating whether anything has come to their attention to cause them to believe that any Default or Event of Default existed on the date of such statements and (ii) confirming the calculations set forth in the Financial Officer's certificate delivered simultaneously therewith pursuant to subsection (c) above; (e) forthwith upon becoming aware of the occurrence of any Default or Event of Default, a certificate of a Financial Officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; (f) promptly after upon the same become publicly availablemailing thereof to the shareholders of the Borrower generally, copies of all periodic financial statements, reports and other reports, proxy statements so mailed; (g) promptly upon the filing thereof, copies of each final prospectus (other than a prospectus included in any registration statement on Form S-8 or its equivalent or with respect to a dividend reinvestment plan) and other materials filed by Holdingsall reports on Forms 10-K, 10-Q and 8-K and similar reports that the Borrower or any Subsidiary shall have filed with the SEC, or any Governmental Authority succeeding to any of or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may beSEC; (fh) promptly after if and when any member of the receipt thereof by Holdings Controlled Group (i) gives or is required to give notice to the Borrower PBGC of any Reportable Event with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any SubsidiaryPlan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; (ii) receives notice from a proper representative of a Multiemployer Plan of complete or partial Withdrawal Liability being imposed upon such member of the Controlled Group under Title IV of ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, or appoint a trustee to administer, any “management letter” received by any Plan, a copy of such person from its certified public accountants and the management’s response theretonotice; and (gi) promptly, from time to time, such other additional information regarding the operations, financial position or business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, and its Subsidiaries as the Administrative Agent or any Lender may reasonably request. Documents As promptly as practicable after delivering each set of financial statements as required in subsection (a) of this Section, the Borrower shall make available a copy of the consolidating workpapers used by the Borrower in preparing such consolidated statements to be delivered the Lender that shall have requested such consolidating workpapers. The Lender that receives such consolidating workpapers shall hold them in confidence as required by Section 7.16; provided that the Lender may not disclose such consolidating workpapers to any other person pursuant to clause (iv) of Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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)7.16.

Financial Statements, Reports, etc. In the case of the BorrowerHoldings, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish such statements, certificates or other documents received pursuant to this Section 5.04 to each Lender:Lender and Issuing Bank): (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during consolidated subsidiaries for such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respectas to the scope of such audit or as to “going concern”) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries consolidated subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 6.05 and 6.12 and, in the case 6.06; (d) concurrently with any delivery of a certificate delivered with the financial statements required by paragraph under clause (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year a certificate of the Borrower, a detailed consolidated budget for accounting firm that reported on such fiscal year (including a projected consolidated balance sheet and related financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of projected operations any Default or Event of Default with respect to the covenants contained in Sections 6.05 and cash flows as of 6.06 has occurred (which certificate may be limited to the end of and for such fiscal yearextent required by accounting rules or guidelines); (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials material reports filed by Holdings, Holdings and the U.S. Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (fg) promptly after the receipt thereof [Reserved]; and (h) subject to applicable law and third party confidentiality agreements entered into by Holdings or the U.S. Borrower or any Subsidiaryin the ordinary course of business, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the U.S. Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest (including on behalf of any Lender). Documents required to be delivered The U.S. Borrower and Holdings hereby acknowledge and agree that all financial statements and certificates furnished pursuant to Section 5.4(aparagraphs (a), (b), (c) or and (ed) above (i) are hereby deemed to the extent any such documents are included in materials otherwise filed with the SEC) be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 9.01 and may be delivered electronically treated by the Administrative Agent and the Lenders as if so delivered, the same had been marked “PUBLIC” in accordance with such section and (ii) shall be deemed to have been delivered on the date (i) on which the U.S. Borrower or Holdings posts such documents, or provides a link thereto on the U.S. Borrower’s website on the Internet at the Borrower’s ▇▇▇▇://▇▇▇▇.▇▇▇ or such other website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, with respect to which each Lender and the U.S. Borrower may from time to time notify the Administrative Agent and to which the Lenders have access or (whether y) files a commercialForm 10-K or 10-Q for the relevant fiscal period, third-party website as applicable, with the SEC, or whether sponsored by with any national securities exchange, or distributed to its shareholders, as the Administrative Agent)case may be.

Financial Statements, Reports, etc. In the case of the BorrowerIBM, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable for distribution to the Administrative Agent), which shall furnish to each LenderLenders: (a) as soon as available and in any event within 90 days after the end of each fiscal year, its copies of the report filed by IBM with the SEC on Form 10-K in respect of such fiscal year, each accompanied by IBM’s annual report in respect of such fiscal year or, if IBM is not required to file such a report in respect of such fiscal year, the consolidated balance sheet and related statements consolidated income statement, consolidated statement of income, stockholders’ equity and cash flows showing the financial condition and consolidated statement of the Borrower equity of IBM and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP PricewaterhouseCoopers or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present fairly, in all material respects, the financial condition and position, results of operations and cash flows of the Borrower IBM and its consolidated Subsidiaries on a consolidated basis in accordance conformity with GAAP consistently appliedGAAP; (b) as soon as available and in any event within 45 50 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal year, its copies of the unaudited quarterly reports filed by IBM with the SEC on Form 10-Q in respect of such quarterly period, or if IBM is not required to file such a report in respect of such quarterly period, the unaudited consolidated balance sheet and related statements unaudited consolidated income statement, consolidated statement of income, stockholders’ equity and cash flows showing the financial condition and consolidated statement of the Borrower equity of IBM and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearquarter, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one a Responsible Officer of its Financial Officers IBM as fairly presenting presenting, in all material respects, the financial condition and position, results of operations and cash flows of the Borrower IBM and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under by IBM described in paragraph (a), ) or (b) aboveabove (whether contained in a report filed with the SEC or otherwise), a certificate of the accounting firm (a Responsible Officer of IBM substantially in the case form of paragraph (aSchedule 6.2(c)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of (i) all periodic financial statements, notices, reports and other reportsproxy materials distributed to stockholders of IBM and (ii) all reports on Form 10-K, proxy statements 10-Q and other materials 8-K (or their equivalents) filed by Holdings, the Borrower or any Subsidiary IBM with the SEC, SEC (or with any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes SEC) pursuant to the periodic reporting requirements of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition Securities Exchange Act of such term), distributed to its shareholders1934, as amended, and the case may berules and regulations promulgated thereunder; provided, that documents required to be furnished under this paragraph (d) shall be deemed furnished when made available via the ▇▇▇▇▇ (or any successor) system of the SEC; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (ge) promptly, from time to time, (i) such other publicly available documents and information regarding the operations, business affairs and financial condition of HoldingsIBM, the Borrower any Significant Subsidiary or any SubsidiarySubsidiary Borrower (including information relating to “know your customer” or similar identification procedures), or compliance with the terms of this Agreement and (ii) solely with respect to each Subsidiary Borrower (if any), information and documentation reasonably requested by the Administrative Agent or any Loan DocumentLender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, in each case, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Documents required ; and (f) within ten Business Days after the occurrence thereof, written notice of any change in Status; provided that the failure to be delivered provide such notice shall not delay or otherwise affect any change in the Applicable Margin or other amount payable hereunder which is to occur upon a change in Status pursuant to Section 5.4(a), the terms of this Agreement. With respect to the documents referred to in paragraphs (ba) or through (e) (to the extent any above, IBM shall furnish such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and number of copies as the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent)Lenders shall reasonably require for distribution to their personnel in connection with this Agreement.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each LenderBank: (a) (i) as soon as available, but in any event within 90 days after the end of each fiscal yearyear of the Co-Borrowers, its a copy of the audited consolidated balance sheet of P&F and its Subsidiaries as of the end of such year and the related audited consolidated statements of income, stockholders’ shareholders equity and cash flows showing flow for such year, setting forth in each case in comparative form the respective figures for the previous fiscal year end, and accompanied by a report thereon of BDO ▇▇▇▇▇▇▇, LLP or other independent certified public accountants of recognized standing selected by the Co-Borrowers and reasonably satisfactory to the Bank (the "Auditor"), which report shall be unqualified; and (ii) as soon as available, but in any event within 90 days after the end of each fiscal year of P&F and each of its Subsidiaries, a copy of the management prepared consolidating financial statements of the Co-Borrowers setting forth in comparative form the respective figures for the previous fiscal year end and which support the financial condition statements delivered pursuant to clause (i), in each case of (i) and (ii) prepared in accordance with GAAP, applied on a consistent basis and with respect to the statements referred to in clause (ii) accompanied by a certificate to that effect executed by the Chief Financial Officer; (b) as soon as available, but in any event not later than 60 days after the end of each quarterly period of each fiscal year of the Borrower Co-Borrowers, a copy of the unaudited interim consolidated and consolidating balance sheet of P&F and its Subsidiaries as of the end of each such quarter and the related unaudited interim consolidated Subsidiaries and consolidating statements of income, shareholders equity and cash flow for such quarter and the portion of the fiscal year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the previous fiscal year, in each case prepared by the Chief Financial Officer in accordance with GAAP, applied on a consistent basis and accompanied by a certificate to that effect executed by the Chief Financial Officer; (c) a certificate prepared and signed by the Chief Financial Officer with each delivery required by (a) and (b), as to whether or not, as of the close of such fiscal year preceding period and at all times during such preceding period, the Co-Borrowers were in compliance with all the provisions in this Agreement, showing computation of financial covenants and quantitative negative covenants, and if the Auditor or Chief Financial Officer, as the case may be, shall have obtained knowledge of any default in such compliance or notice of such default, it shall disclose in such certificate such default or defaults or notice thereof and the results of its operations and the operations of such Subsidiaries during such yearnature thereof, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP whether or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such shall constitute an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and hereunder; (iid) setting forth computations at all times indicated in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year a copy of the Borrowermanagement letter, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of if any, prepared by the end of and for such fiscal year)Auditor; (e) promptly after the same become publicly availablefiling thereof, copies of all regular and periodic financial information, proxy materials and other reports, proxy statements information and other materials filed by Holdings, the Borrower reports which P&F or any Subsidiary of its Subsidiaries shall file with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Securities and Exchange Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) simultaneously with the delivery of the financial statements referred to in clauses (a) and (b) above, quarterly accounts receivable aging reports for the Co-Borrowers, in form satisfactory to the Bank; (g) promptly after submission to any government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the receipt thereof normal course of business and which could not reasonably be expected to result in any materially adverse action to be taken by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response theretoagency; and (gh) promptly, from time to time, such other information regarding the operations, business affairs and condition, financial condition or otherwise, of Holdingsthe Co-Borrowers, the Borrower or any Subsidiaryof them, or compliance with the terms any of any Loan Document, their Subsidiaries as the Administrative Agent or any Lender Bank may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case Seller shall deliver to Buyer on behalf of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each LenderGuarantor: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet as soon as available and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respectevent within forty-five (45) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three quarterly fiscal quarters periods of each fiscal yearyear of Guarantor and its consolidated Subsidiaries, its the unaudited, consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Guarantor and its consolidated Subsidiaries as of at the close end of such fiscal quarter period and the results related unaudited, consolidated statements of income and stockholders equity and of cash flows of Guarantor and its operations consolidated Subsidiaries for such period and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearyear through the end of such period, and setting forth in each case in comparative form the figures for the same corresponding periods in the immediately preceding previous fiscal year, all certified accompanied by one a certificate of its Financial Officers as a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly presenting present the consolidated financial condition and results of operations of the Borrower Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (b) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Guarantor, commencing with the fiscal year ending December 31, 2008, the consolidated financial statement of Guarantor and its consolidated Subsidiaries as at the end of such fiscal year, prepared in accordance with GAAP, including the consolidated balance sheets and related consolidated statements of income and stockholders equity and of cash flows for Guarantor and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern, and shall state that said annual consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (c) concurrently promptly following receipt from the applicable Transaction Asset Obligor and in no event later than sixty (60) days following the end of each calendar quarter, unaudited, certified financial statements for each Transaction Asset Obligor under each Transaction Asset (including DYT Assets) that has been conveyed to Buyer under this Agreement, together with property level information, including but not limited to operating statements and occupancy reports, to the extent available after the exercise of commercially reasonable efforts to obtain such information; (d) promptly following receipt from the applicable Transaction Asset Obligor and in no event later than ninety (90) days following the end of each fiscal year, annual unaudited, certified financial statements for each Transaction Asset Obligor under each Transaction Asset financed under this Agreement and operating statements with respect to each Underlying Property, to the extent available after the exercise of commercially reasonable efforts to obtain such information; (e) within five (5) Business Days after Buyer’s request, such further information with respect to the operation of any delivery real property, the Transaction Asset, and the financial affairs of Seller or Guarantor, as may be reasonably requested by Buyer, including all business plans prepared by or for Seller or such Guarantor; (f) a copy of any financial or other report Seller shall receive from any Transaction Asset Obligor with respect to any Transaction Asset within fifteen (15) days after Seller’s receipt thereof; (g) the Monthly Initial Transaction Asset Statement and the Quarterly DYT Asset Report; (h) such other reports as Buyer shall reasonably require; and (i) as soon as reasonably possible, and in any event within fifteen (15) Business Days after a Responsible Officer of Seller knows, or with respect to any Plan or Multiemployer Plan to which Seller or any of its Subsidiaries makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of Seller setting forth details respecting such event or condition and the action, if any, that Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Seller or an ERISA Affiliate with respect to such event or condition): (i) any reportable event, as defined in Section 4043(c) of ERISA and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that, a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, including without limitation the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code); and any request for a waiver under Section 412(d) of the Code for any Plan; (ii) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by Seller or any ERISA Affiliate to terminate any Plan; (iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (iv) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; (v) the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) days; and (vi) the adoption of an amendment to any Plan that would result in the loss of tax-exempt status of the Plan and trust of which such Plan is a part if Seller or any ERISA Affiliate fails to provide timely security to such Plan if and as required by the provisions of Section 401(a)(29) of the Code or Section 307 of ERISA. Seller will cause Guarantor, to furnish to Buyer, at the time it furnishes each set of financial statements under paragraph (a), or pursuant to paragraphs (b) and (c) above, a certificate of the accounting firm (in the case a Responsible Officer of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) Guarantor (i) certifying to the effect that, to the best of such Responsible Officer’s knowledge, Guarantor during such fiscal period or year has observed or performed all of its respective covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default, Event of Default or Material Adverse Effect except as specified in such certificate (and, if any Default or Event of Default has occurred orand is continuing, if such an Event of Default or Default describing the same in reasonable detail and describing the action Guarantor has occurred, specifying the nature and extent thereof and any corrective action taken or proposed proposes to be taken take with respect thereto thereto) and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end last day of and for such fiscal year); (e) promptly after quarter the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed ratio required by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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)8.15.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender (either physically which such deliveries may be made electronically provided that at least one original or through electronic delivery reasonably acceptable hard copy (as applicable) is delivered to the Administrative Agent), which shall furnish to each Lender:Agent at such time): (a) within 90 days after the end of each fiscal year, its audited consolidated balance sheet sheets and related statements of income, stockholders’ equity income and cash flows flow, showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing acceptable to the Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, its unaudited consolidated balance sheet sheets and related statements of income, stockholders’ equity income and cash flows flow, showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one the Financial Officer of its Financial Officers the Borrower as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph clause (a), ) or (b) above, a certificate of the accounting firm (in or the case of paragraph (a)) or Financial Officer (in of the case of paragraph (b)) Borrower opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations interpretations) and which may in any event will be provided by a Financial Officer if accounting firms generally are not providing such certificates) based on the actual knowledge after due inquiry of the person giving the certificate, and: (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto; (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.66.12 and 6.13; and (iii) with respect to the computations delivered pursuant to Section 5.04(c)(ii), 6.10, 6.11 the Financial Officer shall break out and 6.12 and, in the case of a certificate delivered with separately provide the financial statements required by paragraph (a) above, (x) setting forth information relating solely to the Borrower’s calculation Unrestricted Subsidiaries and certify the accuracy of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8information; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies (which such deliveries may be made by email or facsimile provided that at least one original or hard copy (as applicable) is delivered to the Agent at such time) of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary it with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any of or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (ge) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the BorrowerCompany, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender: (a) within 90 105 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of and for such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall either (i) not be qualified in any material respectrespect (excluding for purposes of this clause (i) any “going concern” or like qualification or exception solely to the extent of, related solely to or resulting solely from the classification of the Loans hereunder as short-term indebtedness during the twelve-month period ending as of the Maturity Date) or (ii) be reasonably acceptable to the Required Lenders) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during for such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Responsible Officers as presenting fairly presenting in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate Compliance Certificate executed by a Responsible Officer of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) Company (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants covenant contained in Sections 6.6, 6.10, 6.11 Section 7.05 and 6.12 (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 5.05 and, in if any such change has occurred, specifying the case effect of a certificate delivered with such change on the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any accompanying such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8certificate; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholdersshareholders generally, as the case may be; (fe) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and[reserved]; (gf) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower Company or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent or any Lender may reasonably request; (g) promptly, following a request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to this Section 5.4(a), (b) or (e) 6.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or the Parent posts such documents, or provides a link thereto on the Borrower’s or the Parent’s website on the Internet at the Borrower’s website addressaddress listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s or the Parent’s behalf on IntraLinks/IntraAgency an Internet or another relevant 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: (i) the Company shall deliver paper copies of such documents required to be delivered pursuant to Section 6.04(a) and (b) to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents required to be delivered pursuant to Section 6.04(a) and (b). The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic 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 any of the Company, its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that upon the written request of the Administrative Agent (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 Loan Parties shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or the Parent or its 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 Section 11.07); (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 Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Statements, Reports, etc. In the case of the each Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall promptly furnish to each Lender:): (a) within 90 95 days after the end of each fiscal year, its consolidated balance sheet sheets and related statements of incomeearnings and statements of cash flows, stockholders’ equity and cash flows together with the notes thereto, showing the financial condition position of the such Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its their operations and the operations of such Subsidiaries subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young KPMG LLP or other independent public accountants of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition position and results of operations of the each such Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except as therein noted; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet sheets and related statements of incomeearnings and, stockholders’ equity and with respect to Weyerhaeuser, statements of cash flows flows, showing the financial condition position of the Borrower Weyerhaeuser and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such consolidated Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods all certified (in the immediately preceding fiscal yearform of Exhibits D-1 and D-2, all certified with respect to Weyerhaeuser and WRECO, respectively) by one of its Financial Officers as fairly presenting the financial condition position and results of operations of the each such Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except as therein noted, subject to normal appropriate year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate (in the form of Exhibits D-3 and D-4, with respect to Weyerhaeuser and WRECO, respectively) of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) such Borrower opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificatesinterpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) in the case of Weyerhaeuser setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 6.01(d) and 6.12 and, in the case of 6.01(e) and (iii) including a certificate delivered with the reconciliation setting forth adjustments made to such financial statements required by paragraph in order to make the calculations set forth in clause (aii) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower it or any Subsidiary of its Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (fe) promptly after as soon as practicable, copies of such further financial statements and reports as such Borrower shall send to banks with which it has lines of credit, and all such financial statements and reports as such Borrower shall send to its shareholders (unless all of the receipt thereof outstanding shares of capital stock of such Borrower are held by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; andone Person); (gf) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the such Borrower or any Subsidiaryof its Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent Agent, any Swing Line Bank, any Fronting Bank or any Lender may reasonably request. Documents request (it being understood that neither Borrower shall be required to provide any information or documents which are subject to confidentiality provisions the nature of which prohibit such disclosure); (g) promptly, and in any event within 2 days, upon becoming aware thereof, notice of any proposed or actual down-grade, suspension or withdrawal of the rating provided by S&P or M▇▇▇▇’▇ to Weyerhaeuser in respect of its Senior Unsecured Long-Term Debt; and (h) information required to be delivered pursuant to Section 5.4(aparagraphs (a), (b), (d) or and (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Weyerhaeuser provides notice to the Borrower posts Administrative Agent that such documents, or provides a link thereto information has been posted on the BorrowerWeyerhaeuser’s website on the Internet internet at the Borrower’s website address; or (ii) on which such documents are posted address listed on the Borrower’s behalf on IntraLinks/IntraAgency signature pages thereof, at w▇▇.▇▇▇.▇▇▇ or at another relevant websitewebsite identified in such notice and accessible by the Lenders without charge; provided that Weyerhaeuser shall deliver paper copies of the reports and financial statements referred to in paragraphs (a), if any(b), (d) and (e) of this Section 5.04 to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), any Swing Line Bank, any Fronting Bank or any Lender who requests Weyerhaeuser to deliver such paper copies until written notice to cease delivering paper copies is given by such Administrative Agent, Swing Line Bank, Fronting Bank or Lender to Weyerhaeuser.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable Furnish to the Administrative Agent), which shall furnish to each Lender: (a) within 90 days after the end of each fiscal year, its (i) the annual audited consolidated balance sheet statement of financial condition and related consolidated statements of incomeoperations, stockholderschanges in partners’ equity capital and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close end of and for such fiscal year and the results of its operations and the operations of such Subsidiaries during such yearBlackstone Group, together with comparative figures for the immediately preceding fiscal year, all audited reported upon by Ernst Deloitte & Young Touche LLP or other another independent registered public accountants accounting firm of recognized national standing without any “scope of audit” qualification or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) the unaudited annual condensed consolidated and accompanied by an opinion combined statement of financial condition and condensed consolidated and combined statements of income and cash flows as of the end of and for such accountants (which shall not be qualified fiscal year of the combined Guarantors and the Subsidiaries, substantially in any material respect) the form delivered pursuant to the effect that such consolidated financial statements Existing Credit Agreement, certified by a Financial Officer as fairly present presenting, in all material respects, the financial condition position and results of operations of the Borrower combined Guarantors and its consolidated the Subsidiaries on a condensed consolidated and combined basis in accordance with GAAP consistently appliedand (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its (i) the quarterly unaudited condensed consolidated balance sheet statement of financial condition and related condensed consolidated statements of incomeoperations, stockholderschanges in partners’ equity capital and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries Blackstone Group as of the close end of and for such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its a Financial Officers Officer as fairly presenting fairly, in all material respects, the financial condition position and results of operations of the Borrower and its consolidated Subsidiaries Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, (ii) the quarterly unaudited condensed consolidated and combined statement of financial condition and condensed consolidated and combined statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed consolidated and combined basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that that, to the best of his or her knowledge, no Event of Default or Default has occurred or, if such an Event of Default or a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants financial covenant contained in Sections 6.6Section 6.09, 6.10, 6.11 including reasonably detailed computations of Total Indebtedness and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response theretoCombined EBITDA; and (gd) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower Guarantors or any Subsidiarythe Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish who will deliver to each Lender: (a) (i) within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal yearmost recent budget delivered to the Administrative Agent under Section 5.04(f), all audited by Ernst & Young LLP KPMG or other independent public accountants of recognized national standing or such other independent registered public accounting firm reasonably acceptable to the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) and accompanied by an opinion of such accountants (which shall not be qualified in any material respectrespect other than solely as a result of a current maturity of the Loans) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; and (ii) within 60 days (or, in the case of any audited statements and risk-based capital reports required to be delivered pursuant to this clause (ii), 180 days) after the close of each fiscal year of each Regulated Insurance Subsidiary, the annual statement of such Regulated Insurance Subsidiary (prepared in accordance with SAP) for such fiscal year and as filed with the Insurance Regulators of the state in which such Regulated Insurance Subsidiary is domiciled (together with any certifications or statements of such Regulated Insurance Subsidiary relating to such annual statement and any audited statements and risk-based capital reports, in each case which are required by such Insurance Regulators); (b) (i) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal yearmost recent budget delivered to the Administrative Agent under Section 5.04(f), all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; and (ii) within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of each Regulated Insurance Subsidiary, quarterly financial statements of such Regulated Insurance Company (prepared in accordance with SAP) for such quarterly accounting period as filed with the Insurance Regulators of the state in which such Regulated Insurance Subsidiary is domiciled (together with any certifications or statements of such Regulated Insurance Subsidiary relating to such quarterly financial statements which are required by such Insurance Regulators); (c) within 30 days after the end of the first two fiscal months of each fiscal quarter, its consolidated balance sheet and related statements of income and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries during such fiscal month and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (d) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, (i) a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.66.11, 6.106.12, 6.11 6.13 and 6.12 6.14, and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8Flow; (de) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Event of Default or Default with respect to Sections 6.11, 6.12, 6.13 or 6.14 (which certificate may be limited to the extent required by generally accepted accounting rules or guidelines); (f) within 45 90 days after the commencement end of each fiscal year of the Borrower, a detailed consolidated quarterly budget for the fiscal year following such fiscal year then ended (including a projected consolidated and consolidating balance sheet sheet, income statement and related statements of projected operations and cash flows as of the end of and for such following fiscal year)year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (eg) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed generally to its shareholders, as the case may be; (fh) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiaryof the Subsidiaries, a copy of any final “management letter” (whether in final or draft form) received by any such person Person from its certified public accountants and the management’s response thereto; andthereto (subject to any confidentiality restrictions); (gi) promptly following receipt or as promptly as reasonably practicable following the request of the Administrative Agent or the Required Lenders, a report prepared by an independent actuarial consulting firm of recognized professional standing reasonably satisfactory to the Administrative Agent and the Required Lenders reviewing the adequacy of reserves of each Regulated Insurance Subsidiary determined in accordance with SAP, which firm shall be provided access to or copies of all reserve analyses and valuations relating to the insurance business of each Regulated Insurance Subsidiary in the possession of or available to the Borrower or its Subsidiaries; provided that no request may be made pursuant to this clause (i) unless there shall have occurred and be continuing an Event of Default; (j) promptly (i) after receipt thereof, copies of all regular and periodic reports of examinations (including, without limitation, triennial examinations and annual risk adjusted capital reports) of any Regulated Insurance Subsidiary, delivered to such Person by any Insurance Regulators, insurance commission or similar regulatory authority, (ii) after receipt thereof, written notice of any assertion by any Insurance Regulators or any governmental agency or agencies substituted therefor, as to a violation of any Requirement of Law by any Regulated Insurance Subsidiary which could reasonably be expected to have a Material Adverse Effect, (iii) after receipt thereof, a copy of any notice of termination, cancellation or recapture of any Reinsurance Agreement or Retrocession Agreement to which a Regulated Insurance Subsidiary is a party to the extent such termination or cancellation is likely to have a Material Adverse Effect, (iv) after receipt thereof, copies of any notice of actual suspension, termination or revocation of any material license of any Regulated Insurance Subsidiary by any Insurance Regulators, including any request by an Insurance Regulators which commits a Regulated Insurance Subsidiary to take or refrain from taking any action or which otherwise affects the authority of such Regulated Insurance Subsidiary to conduct its business and (v) an in any event within 30 Business Days after Borrower or any of its Subsidiaries obtains knowledge thereof, notice of any actual changes in the insurance Requirements of Laws enacted in any state in which any Regulated Insurance Subsidiary is domiciled which would reasonably be expected to have a Material Adverse Effect; (k) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) in connection with the termination of each Reinsurance Agreement and Retrocession Agreement (other than with respect to any such agreement with the Borrower or any Subsidiary thereof), a copy of the slip or other document, agreement or correspondence with each reinsurer, retrocessionaire, reinsurance broker or agent which will amend, restate or supersede such terminating Reinsurance Agreement or Retrocession Agreement, and (ii) in connection with the execution of any Reinsurance Agreement and Retrocession Agreement, a copy of each such Reinsurance Agreement and Retrocession Agreement (other than with respect to any such agreement with the Borrower or any Subsidiary thereof), certified to be complete and correct by an authorized signatory of the Regulated Insurance Subsidiary a party to such agreement acceptable to the Administrative Agent; (l) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a copy of (i) each A.M. Best report, if any, with respect to Borrower of any of its Subsidiaries, and (ii) all written correspondence from A.M. Best to Borrower or any of its Subsidiaries the contents of which (A) relate to a probable downgrade of the A.M. Best rating of any Regulated Insurance Subsidiary or (B) describe or relate to a circumstance that would reasonably be expected to have a Material Adverse Effect; (m) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required request (provided that nothing in this clause (n) shall require the Borrower or its Subsidiaries to be delivered pursuant provide information subject to Section 5.4(aDisclosure Exceptions), ; and (n) within 10 days of delivery of financial statements under paragraph (a) or (b) above, management’s discussion and analysis of the important operational and financial developments during such fiscal year or (e) (to the extent any such documents are included in materials otherwise filed fiscal quarter, as applicable, consistent with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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)historical practice.

Financial Statements, Reports, etc. In the case of the BorrowerHoldings, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender: (a) within 90 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2007, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young BDO ▇▇▇▇▇▇▇, LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified in without a “going concern” or like qualification or exception and without any material respectqualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, beginning with the fiscal quarter ending September 30, 2007, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (a), to the extent not included in a certificate of the accounting firm, and paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and/or compliance with the financial covenants hereunder and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificatesinterpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 6.11, 6.12 and 6.12 6.13 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s Holdings’ calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8Flow; (d) within 45 90 days after the commencement beginning of each fiscal year of the BorrowerHoldings, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholdersshareholders generally, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiaryof their respective subsidiaries, a copy of any final “management letter” received by any such person from its certified public accountants and the management’s response thereto; (g) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (h) promptly after the request by the Administrative Agent or any Lender, on and after the effectiveness of the applicable provisions of the Pension Act, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (gi) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, The Credit Parties will furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each LenderHolders: (a) within 90 days after the end of each fiscal year, its the consolidated and consolidating balance sheet sheets and related statements of incomeoperations, stockholders’ equity and cash flows flows, showing the financial condition of the Borrower Parent Company and its consolidated Subsidiaries Subsidiaries, as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all such consolidated statements to be audited by an independent public accountant of recognized national or regional standing acceptable to the Holders (it being understood that Ernst & Young LLP or other independent public accountants of recognized national standing is acceptable to the Holders), and accompanied by an opinion of such accountants accountant (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower Parent Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within 45 days after the end of each of the first three fiscal quarters quarter of each fiscal year, its consolidated and consolidating balance sheet and related statements of incomeoperations, stockholders’ equity and cash flows showing the financial condition of the Borrower Parent Company and its consolidated Subsidiaries Subsidiaries, as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers Officer as fairly presenting in all material respects the financial condition and results of operations of the Borrower Parent Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied(but without footnotes), subject to normal year-end audit adjustments, together with a quarterly management summary description of operations (which requirement can be satisfied by delivery of the Management’s Discussion and Analysis from the Parent Company’s filings with the SEC on Form 10-K or 10-Q), together with detailed calculations evidencing compliance with the financial ratios and covenants set forth in Section 6.12; (c) within 45 days after the end of each month through a series of reports, (i) its monthly and year-to-date consolidated and consolidating financial statements of the Parent Company and its Subsidiaries; (ii) in comparative form statements of operations with corresponding figures for the corresponding month, quarter-to-date and fiscal year-to-date period of the preceding fiscal year; and (iii) a forecast for the fiscal year compared to the annual budget; (d) concurrently with any delivery of financial statements under sub-paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Parent Company duly executed on its behalf by a Financial Officer (of the Parent Company, in the each case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by interpretations) containing a Financial Officer if accounting firms generally are not providing such certificates) (i) detailed calculation of the relevant items used to calculate compliance with the financial covenants set forth in Section 6.12 and, certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)thereto; (e) promptly to the extent that any Credit Party becomes subject to such reporting requirements, promptly, but in all events within three Business Days after the same become publicly available, copies of all final periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary such Credit Party with the U.S. Securities and Exchange Commission (the “SEC”), or any Governmental Authority succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholdersshareholders (exclusive of proprietary information unless (i) the Person that is the source of the information or report is a public company and (ii) such Person would then be required to file such proprietary information with the SEC), as the case may be; (f) within 30 days of filing, copies of all material documents filed by any Credit Party other than in the ordinary course of business with any Governmental Authority, including, without limitation, the U.S. Internal Revenue Service, the U.S. Environmental Protection Agency (and any state equivalent), the U.S. Occupational Safety & Health Administration and the SEC; (g) promptly after the receipt thereof upon request by Holdings any Holder, copies of all pleadings related to any material action, suit or the Borrower proceeding, whether at law or in equity or by or before any Governmental Authority, by or against any Credit Party or any SubsidiaryAffiliate thereof; (h) as soon as practicable, and in any event not later than 120 days following to commencement of each calendar year, a copy of the Credit Parties’ annual budget (detailed on a quarterly basis) for such fiscal year, in a form consistent with the financial statements provided hereunder; (i) within 10 days of receipt, copies of any “management notice of default on any loans or leases which default is in excess of $500,000, individually or in the aggregate, to which any Credit Party is a party; (j) if any Credit Party shall receive any letter” received , notice, subpoena, court order, pleading or other document issued, given or delivered by the Government, any Prime Contractor or by any person or entity acting for or on behalf of the Government or such Prime Contractor with respect to, or in any manner related to any alleged default, fraud, dishonesty, malfeasance or other willful misconduct of a Credit Party, a copy of such letter, notice, subpoena, court order, pleading, or document to each Holder within three Business Days of such Credit Party’s receipt thereof, provided that if any letter, notice, subpoena, court order, pleading or other document required to be delivered to each Holder pursuant to this clause (j) contains any information deemed “classified” by the Government and/or the dissemination of any such information to each Holder would result in the Credit Parties violation any Applicable Law, then the Credit Parties may deliver a summary thereof, but including as much (but no more than) detail as can be included therein without violating any Applicable Law; (k) if any Credit Party shall issue, give or deliver to the Government, any Prime Contractor or by any person from its certified public accountants or entity acting for or on behalf of the Government or such Prime Contractor any letter, notice, subpoena, court order, pleading or other document with respect to, or in any manner related to, or otherwise in response to any alleged default, fraud, dishonesty, malfeasance or other willful misconduct of a Credit Party, a copy of such letter, notice, subpoena, court order, pleading, or document to each Holder concurrent with the Credit Party’s issuance or delivery thereof to the Government, Prime Contractor or any person or entity acting for or on behalf of the Government of such Prime Contractor; provided that if any letter, notice, subpoena, court order, pleading or other document required to be delivered to each Holder pursuant to this clause (k) contains any information deemed “classified” by the Government and/or the dissemination of any such information to each Holder would result in the Credit Parties violation any Applicable Law, then the Credit Parties may deliver a summary thereof, but including as much (but no more than) detail as can be included therein without violating any Applicable Law; (l) promptly after entering into the same, copies of (i) all shareholders agreements and (ii) all employment agreements and other agreements of any Credit Party, the management’s response theretobreach or termination of which could reasonably be expected to have a Material Adverse Effect; and (gm) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any SubsidiaryCredit Party, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender Holder may reasonably request. Documents request (including any information necessary to enable the Holders to file any form required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent by any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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 AgentGovernmental Authority).

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable which will promptly furnish such information to the Administrative Agent), which shall furnish to each Lender:Lenders): (a) within 90 ninety (90) days (or such shorter period as the SEC shall specify for the filing of Annual Reports on Form 10-K) after the end of each fiscal year, its if not filed electronically with the SEC and publicly available for retrieval by the Lenders, a consolidated balance sheet and related statements of incomeoperations, stockholderscash flows and owners’ equity and cash flows showing the financial condition position of the Borrower Company and its consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of its their operations and the operations of such Subsidiaries during such year, together with year and setting forth in comparative form the corresponding figures for the immediately preceding prior fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present present, in all material respects, the financial condition position and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;(it being understood that the electronic filing with the SEC by Company of Annual Reports on Form 10-K of Company and its consolidated Subsidiaries to the extent publicly available for retrieval by the Lenders shall satisfy the requirements of this Section 5.04(a) to the extent such Annual Reports include the information specified herein). (b) within 45 forty-five (45) days (or such shorter period as the SEC shall specify for the filing of Quarterly Reports on Form 10-Q) after the end of each of the first three (3) fiscal quarters of each fiscal year, its if not filed electronically with the SEC and publicly available for retrieval by the Lenders, a consolidated balance sheet and related statements of income, stockholders’ equity operations and cash flows showing the financial condition position of the Borrower Company and its consolidated Subsidiaries as of the close of such fiscal quarter and the consolidated results of its their operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal year, year and setting forth in comparative form the corresponding figures for the same corresponding periods in of the immediately preceding prior fiscal year, all certified by one a Financial Officer of its Financial Officers Company, on behalf of Company, as fairly presenting presenting, in all material respects, the financial condition position and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes) (it being understood that the electronic filing with the SEC by Company of Quarterly Reports on Form 10-Q of Company and its consolidated Subsidiaries to the extent publicly available for retrieval by the Lenders shall satisfy the requirements of this Section 5.04(b) to the extent such Quarterly Reports include the information specified herein); (c) (x) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) of Company (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) commencing with the fiscal period ending June 30, 2010 setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case and (y) concurrently with any delivery of a certificate delivered with the financial statements required by paragraph under (a) above, a certificate of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their examination of such statements of any Default or Event of Default (x) setting forth which certificate may be limited to accounting matters and disclaims responsibility for legal interpretations), provided that issuance by such accounting firm of an unqualified audit opinion shall be deemed to satisfy the Borrower’s calculation of Excess Cash Flow and requirement under this clause (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8); (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)[Intentionally Omitted]; (e) promptly after if, as a result of any change in accounting principles and policies from those as in effect on the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by HoldingsClosing Date, the Borrower consolidated financial statements of Company and its Subsidiaries delivered pursuant to paragraphs (a) or (b) above will differ in any Subsidiary material respect from the consolidated financial statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made, then, together with the SECfirst delivery of financial statements pursuant to paragraph (a) and (b) above following such change, or any Governmental Authority succeeding a schedule prepared by a Financial Officer on behalf of Company reconciling such changes to any or all of what the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of financial statements would have been without such term), distributed to its shareholders, as the case may bechanges; (f) promptly within ninety (90) days after the receipt thereof beginning of each fiscal year, an operating and capital expenditure budget, in form satisfactory to the Administrative Agent prepared by Holdings the Company for each of the four (4) fiscal quarters of such fiscal year prepared in reasonable detail, of the Company and the Subsidiaries, accompanied by the statement of a Financial Officer of the Company to the effect that, to the best of his knowledge, the budget is a reasonable estimate for the period covered thereby; (g) annually, upon the reasonable request of the Administrative Agent, updated Perfection Certificates (or, to the extent such request relates to specified information contained in the Perfection Certificates, such information) reflecting all changes since the date of the information most recently received pursuant to this paragraph (g) or the Borrower or any SubsidiarySection 5.10(d); (h) promptly, a copy of all reports submitted to the Board of Directors (or any “management letter” received committee thereof) of the Company or any Subsidiary in connection with any material interim or special audit made by independent accountants of the books of the Company or any such person from its certified public accountants and the management’s response thereto; andSubsidiary; (gi) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower Company or any Subsidiaryof the Subsidiaries, or compliance with the terms of any Loan Document, or such consolidating financial statements, as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender); and (j) promptly upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Internal Revenue Service with respect to a Plan; (ii) the most recent actuarial valuation report for any Plan; (iii) all notices received from a Multiemployer Plan sponsor or a Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan or Multiemployer Plan as the Administrative Agent or any Lender may shall reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, furnish Guarantor shall deliver (or cause to the Administrative Agent (either physically or through electronic delivery reasonably acceptable be delivered) to the Administrative Agent), which shall furnish to each LenderBuyer: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet as soon as available and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respectevent within forty-five (45) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three quarterly fiscal quarters periods of each fiscal yearyear of Parent Guarantor, its the unaudited, consolidated balance sheet and statement of equity of Parent Guarantor, which shall incorporate its consolidated Subsidiaries, as at the end of such period and the related unaudited, consolidated statements of income, stockholders’ equity operations and of cash flows showing the financial condition of the Borrower and for Parent Guarantor, which shall incorporate its consolidated Subsidiaries as of the close of Subsidiaries, for such fiscal quarter period and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearyear through the end of such period, and comparative figures for accompanied by an Officer’s Certificate of Parent Guarantor, which certificate shall state that said consolidated financial statements fairly present the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the consolidated financial condition and results of operations of the Borrower Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (c) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm as soon as available and in any event within ninety (in the case of paragraph (a)90) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement end of each fiscal year of Parent Guarantor, the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements statement of projected operations and cash flows equity of Parent Guarantor, which shall incorporate its consolidated Subsidiaries, if any, as of at the end of such fiscal year and the related consolidated statements of operations and of cash flows for Parent Guarantor, which shall incorporate its consolidated Subsidiaries, for such fiscal year); (e) promptly after the same become publicly available, copies accompanied by an opinion thereon of all periodic and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the management’s response theretoconsolidated financial condition and results of operations of Parent Guarantor and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; and (gc) promptly, from time to timewithin ten (10) Business Days after Buyer’s request, such other further information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (respect to the extent any such documents are included in materials otherwise filed with the SEC) financial affairs of Guarantor as may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored reasonably requested by the Administrative Agent)Buyer.

Financial Statements, Reports, etc. In the case of the BorrowerBorrower and the Guarantors, furnish deliver to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to and each of the Administrative Agent), which shall furnish to each LenderBanks: (a) within 90 days after the end of each fiscal year, its the Borrower's consolidated and consolidating balance sheet sheets and related statements of income, stockholders’ equity income and cash flows flows, showing the financial condition of the Borrower and its Subsidiaries on a consolidated Subsidiaries and consolidating basis as of the close of such fiscal year and the results of its their respective operations and the operations of such Subsidiaries during such year, together with comparative figures the consolidated statement of the Borrower to be audited for the immediately preceding fiscal year, all audited Borrower and its consolidated Subsidiaries by Ernst & Young Arthur Andersen LLP or by other independent public accountants of recognized national r▇▇▇▇▇▇z▇▇ ▇▇▇▇▇nal standing acceptable to the Required Banks and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) respect other than with respect to the Case), and the consolidating statement to be subjected to the auditing procedures applied to such audit of the consolidated statement, and to be certified by a Financial Officer of the Borrower to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters and within 90 days after the end of the fourth fiscal quarter of each fiscal year, its the Borrower's consolidated and consolidating balance sheet sheets and related statements of income, stockholders’ equity income and cash flows flows, showing the financial condition of the Borrower and its Subsidiaries on a consolidated Subsidiaries and consolidating basis as of the close of such fiscal quarter and the results of its their operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all each certified by one of its a Financial Officers Officer as fairly presenting the financial condition and results of operations of the Borrower and its consolidated it Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, (i) a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in the case of paragraph (b)) opining on or Officer, certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (iA) certifying that no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred occurred, or, if such an Event of Default or Default event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (iiB) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in provisions of Sections 6.6, 6.10, 6.11 6.04 and 6.12 and6.05 and (ii) a certificate (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) of such accountants accompanying the audited consolidated financial statements delivered under (a) above certifying that, in the case course of a certificate delivered with the financial statements required by paragraph (a) aboveregular audit of the business of the Borrower and its consolidated Subsidiaries, (x) setting forth the Borrower’s calculation such accountants have obtained no knowledge that an Event of Excess Cash Flow Default has occurred and (y) certifying that there has been no change is continuing, or if, in the business activitiesopinion of such accountants, assets or liabilities an Event of HoldingsDefault has occurred and is continuing, or if there has been any such change, describing such change in reasonable detail specifying the nature thereof and certifying that Holdings is in compliance all relevant facts with Section 6.8respect thereto; (d) concurrently within 45 any delivery of financial statements under (b) above, monthly financial projections for the following six fiscal month period; (e) within 35 days after of the commencement end of each fiscal year of month (commencing with the Borrowerfiscal month ending on or about January 30, a detailed consolidated budget 1998, PROVIDED that the reports for such fiscal year (including month required by this Section may be delivered together with the reports for the fiscal month ending on March 1, 1998 required by this Section) the unaudited monthly cash flow reports of the Borrower and its Subsidiaries on a projected consolidated basis as of the close of such fiscal month and for the then elapsed portion of the fiscal year, together with the Borrower's consolidated and consolidating balance sheet sheets and related statements of projected operations income, showing the financial condition of the Borrower and cash flows its Subsidiaries on a consolidated and consolidating basis as of the end close of and for such fiscal month and the results of their operations during such fiscal month and the then elapsed portion of the fiscal year), all certified by a Financial Officer as fairly presenting the results of operations of the Borrower and the Guarantors on a consolidated basis, subject to normal year-end audit adjustments, PROVIDED that the financial statements of Changing Paradigms, Inc. need not be consolidated with the Borrower's financial statements more frequently than quarterly; (ef) as soon as possible, and in any event on or before April 30, 1998, the Borrower's unaudited consolidated and consolidating balance sheet as of the Filing Date in detail reasonably satisfactory to the Agent; (g) as soon as practicable, any material modifications to the Borrower's January 6, 1998 (11:32 p.m.) forecast heretofore furnished to the Agent; (h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary it with the SECSecurities and Exchange Commission, or any Governmental Authority governmental authority succeeding to any of or all of the functions of said Commissioncommission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (fi) promptly as soon as available and in any event (A) within 30 days after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of its ERISA Affiliates knows or has reason to know that any “management letter” received by Termination Event described in clause (i) of the definition of Termination Event with respect to any Single Employer Plan of the Borrower or such person from its certified public accountants ERISA Affiliate has occurred and the management’s response thereto; and (gB) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, within 10 days after the Borrower or any Subsidiary, of its ERISA Affiliates knows or compliance has reason to know that any other Termination Event with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required respect to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so deliveredPlan has occurred, shall be deemed to have been delivered on the date (i) on which a statement of a Financial Officer of the Borrower posts describing such documents, or provides a link thereto on Termination Event and the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant websiteaction, if any, which the Borrower or such ERISA Affiliate proposes to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).take with respect thereto;

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet as soon as available and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) event within 45 days after the end of each of the first three (3) fiscal quarters of each fiscal yearthe Borrowers, its consolidated (i) unaudited Consolidated and consolidating balance sheet sheets and related Consolidated and consolidating income statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition position and results of operations of the each Borrower and its consolidated Subsidiaries on respective subsidiaries as of the end of each such quarter, (ii) a consolidated basis Consolidated and consolidating statement of shareholders' equity and (iii) a Consolidated and consolidating statement of cash flow, in each case for the fiscal quarter just ended and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the last day of such quarter, in each case prepared and certified by the Financial Officer of each of such Borrower as presenting fairly in all material respects the financial position and results of operations of such Borrower and its subsidiaries and as having been prepared in accordance with GAAP consistently applied(except the absence of footnote disclosure), in each case subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), or (b) aboveas soon as available and in any event within 30 days after the end of each month, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event unaudited Consolidated and consolidating unconsolidated balance sheets and income statements showing the financial position and results of Default or Default has occurred oroperations of each Borrower and its respective subsidiaries as of the end of each such month, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations a Consolidated and consolidating unconsolidated statement of shareholders' equity and (iii) a Consolidated and consolidating unconsolidated statement of cash flow, in reasonable detail satisfactory each case for the month just ended and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the last day of such month, prepared and certified by the Financial Officer of such Borrower as presenting fairly in all material respects the financial condition and results of operations of such Borrower and its subsidiaries and as having been prepared in accordance with GAAP (except the absence of footnote disclosure), in each case subject to normal year-end adjustments; (c) immediately upon becoming aware thereof, notice to the Administrative Agent demonstrating compliance with Lender of the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case breach by any party of any Underlying Purchase Agreement or other material agreement to which any Borrower or any of its subsidiaries is a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8party; (d) within 45 at least five days after prior to the commencement sale or other disposition of each fiscal year any Kept Assets, notice to the Lender of such disposition including a description in reasonable detail outlining the principal terms of such disposition, including but not limited to any purchase consideration payable and the identity of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year);parties involved; and (e) promptly after the same become publicly available, copies of all periodic and such other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, information as the case Lender may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, time reasonably request promptly following such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the BorrowerEach Seller shall, furnish or, to the Administrative Agent (either physically or through electronic delivery reasonably acceptable extent applicable, shall cause Servicer to, deliver to the Administrative Agent), which shall furnish to each LenderBuyer: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedMonthly Statement; (b) as soon as available and in any event within 45 sixty (60) days after the end of each of the first three quarterly fiscal quarters periods of each fiscal yearyear of the relevant Seller, its a status report with respect to such period which describes the cumulative sources and uses of funds for the immediately preceding calendar quarter on each asset sold under this Agreement and a detailed report in a form reasonably satisfactory to Buyer, together with the unaudited, consolidated balance sheet and related statements sheets of income, stockholders’ equity and cash flows showing the financial condition of the Borrower such Seller and its consolidated Subsidiaries as of at the close end of such fiscal quarter period and the results related unaudited, consolidated statements of income and retained earnings and of cash flows of such Seller and its operations consolidated Subsidiaries for such period and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearyear through the end of such period, and setting forth in each case in comparative form the figures for the same periods in the immediately preceding fiscal previous year, all certified accompanied by one a certificate of its Financial Officers as a Responsible Officer of such Seller, which certificate shall state that said consolidated financial statements fairly presenting present the consolidated financial condition and results of operations of the Borrower such Seller and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (c) concurrently with as soon as available and in any delivery event within ninety (90) days after the end of each fiscal year of the relevant Seller, the consolidated balance sheets of the relevant Seller and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for such Seller and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements under paragraph (a)fairly present the consolidated financial condition and results of operations of such Seller and its consolidated Subsidiaries as at the end of, or (b) aboveand for, such fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the accounting firm (in the case examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of paragraph (a)) any Default or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8Default; (d) within 45 sixty (60) days after following the commencement end of each of the first three calendar quarters in any fiscal year, or within ninety (90) days following the end of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be, a certificate from a Responsible Officer of the relevant Seller in form and substance reasonably satisfactory to Buyer that such Seller during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Transaction Documents to be observed, performed or satisfied by them, and that there has been no Event of Default and no Material Adverse Effect; (e) within fifteen (15) Business Days after Buyer's request, such further information with respect to the operation of any real property, the Transaction Asset, the financial affairs of the relevant Seller and any Plan and Multiemployer Plan as may be requested by Buyer, including all business plans prepared by or for such Seller; provided, however, that with respect to information not previously known to, or in the possession of, such Seller relating to any Multiemployer Plan, such Seller shall only be required to provide such information as may be obtained through good faith efforts; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiaryupon Buyer's request, a copy of any “management letter” received by financial or other report the relevant Seller shall receive from any underlying obligor with respect to a Transaction Asset within fifteen (15) days after such person from its certified public accountants and the management’s response theretoSeller's receipt thereof; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, reports as the Administrative Agent or any Lender may Buyer shall reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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)require.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish Furnish to each Lender:holder of a Note (in duplicate): (a) within as soon as available, and in no event later than 105 days (or 90 days during any time that the Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended) after the end of each fiscal year, its the consolidated and consolidating balance sheet sheets and related statements of income, stockholders’ equity income and cash flows flow, showing the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as of the close of such fiscal year and the results of its their operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young PriceWaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the consolidated financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within as soon as available, and in no event later than 60 days (or 45 days during any time that the Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended) after the end of each of the first three fiscal quarters of each fiscal year, its the unaudited consolidated and consolidating balance sheet sheets and related statements of incomeincome and changes in financial position, stockholders’ equity and cash flows showing the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its their operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one a Financial Officer of its Financial Officers the Company as fairly presenting the consolidated financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes required by GAAP; (c) concurrently with any delivery of financial statements under paragraph subsection (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in of the case of paragraph (b)) Company opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificatesinterpretations) (i) certifying that no Event of Default or Default has occurred during the period covered by such financial statements or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.67.13, 6.107.14, 6.11 7.15, 7.16 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.87.17; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower Company or any Subsidiary of its Subsidiaries with the SECSecurities and Exchange Commission, or any Governmental Authority governmental authority succeeding to any of or all of the functions of said Commission, or with any national securities exchange, oror made generally available to its other security holders, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (e) a copy of all solicitations or requests for any proposed waiver or amendment of any of the provisions of the Credit Agreement Documents or Subordinated Note Documents (but only if the consent or approval of holders of the Notes is required in connection therewith); (f) promptly after following the receipt thereof preparation thereof, copies of each management letter prepared by Holdings the Company's, any Guarantor's or TAFSI's auditors (together with any response thereto prepared by the Borrower Company, such Guarantor or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; andTAFSI); (g) as soon as available, and in any event no later than 105 days after the end of each fiscal year of the Company, historical summary data for the immediately preceding year and forecasted financial projections and summary data through the end of the then-current fiscal year, in substantially the same form and format as set forth in Section 11 of the 1998 Confidential Information Memorandum (including a specification of the underlying assumptions and a management discussion of historical results), all certified by a Financial Officer of the Company to be a fair summary of its results and its good faith estimate of the forecasted financial projections and results of operations for the period through the then-current fiscal year; (h) upon the earlier of (i) 105 days after the end of each fiscal year of the Company and (ii) the date on which the financial statements with respect to such period are delivered pursuant to subsection (a) above, a certificate of a Financial Officer of the Company setting forth, in reasonable detail, the amount of Excess Cash Flow, if any, for such period; (i) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdingsthe Company, the Borrower any Guarantor or any SubsidiaryTAFSI, or compliance with the terms of any Loan Financing Document, as such holder may reasonably request; (j) promptly, a copy of any amendment or waiver of any provisions of any agreement referred to in Section 7.10, any amendment or waiver of any provision of the Administrative Credit Agreement Documents not requiring the consent or approval of holders of the Notes; (k) promptly, a copy of any notice of a default received by the Company, any Guarantor or TAFSI under any other Financing Document; (l) promptly, a copy of any notice of default received by the Company, any Guarantor or TAFSI (i) from the Agent or any Lender may reasonably request. Documents under the Credit Agreement or (ii) under the Subordinated Note Indenture; and (m) a copy of all notices (other than regarding any scheduled or mandatory repayments), certificates, financial statements and reports, as and when delivered by or on behalf of the Company, any Guarantor or TAFSI (i) to the Agent or any Lender under the Credit Agreement or (ii) under the Subordinated Note Indenture (except to the extent any such notice, certificate, financial statement or report is otherwise required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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 Agentthis Agreement).

Financial Statements, Reports, etc. In the case of the BorrowerBorrower and the Guarantors, furnish deliver to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to and each of the Administrative Agent), which shall furnish to each LenderDIP Lenders: (a) within 90 days after the end of each fiscal year, its the Borrower's consolidated balance sheet and related statements statement of income, stockholders’ equity income and cash flows flows, showing the financial condition of the Borrower and its Subsidiaries on a consolidated Subsidiaries basis and the Borrower and the Guarantors on a consolidated basis, as of the close of such fiscal year and the results of its their respective operations and the operations of such Subsidiaries during such year, together with comparative figures the consolidated statement of the borrower to be audited for the immediately preceding fiscal year, all audited borrower and its Subsidiaries by Ernst & Young Young, LLP or other independent public accountants of or recognized national standing acceptable to the Required DIP Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respectrespect other than with respect to the Cases) and to be certified by a Financial Officer of the Borrower to the effect that such consolidated and financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters and within 90 days after the end of the fourth fiscal quarter of each fiscal year, its the Borrower's consolidated balance sheet sheets and related statements of income, stockholders’ equity income and cash flows flows, showing the financial condition of the Borrower and its Subsidiaries on a consolidated Subsidiaries basis and the Borrower and the Guarantors on a consolidated basis, in each case as of the close of such fiscal quarter and the results of its their operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all each certified by one of its a Financial Officers Officer as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) aboveabove as applicable, (i) a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in A) certifying the case accuracy of paragraph such statements, (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (iB) certifying that no Event of Default or event that upon notice or lapse of time or both would constitute an Event of Default has occurred occurred, or, if such an Event of Default or Default event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (iiC) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in provisions of Sections 6.6, 6.10, 6.11 6.04 and 6.12 and6.05 and (ii) a certificate (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) of such accountants accompanying the audited consolidated financial statements delivered under (a) above certifying that, in the case course of a certificate delivered with the financial statements required by paragraph (a) aboveregular audit of the business of the Borrower and its Subsidiaries, (x) setting forth the Borrower’s calculation such accountants have obtained no knowledge that an Event of Excess Cash Flow Default has occurred and (y) certifying that there has been no change its continuing, or if, in the business activitiesopinion of such accountants, assets or liabilities an Event of HoldingsDefault has occurred and is continuing, or if there has been any such change, describing such change in reasonable detail specifying the nature thereof and certifying that Holdings is in compliance all relevant facts with Section 6.8respect thereto; (d) within as soon as available, but no more than 45 days after the commencement end of each fiscal year month, the unaudited monthly cash flow reports of the Borrower, Borrower and the Subsidiaries on a detailed consolidated budget for such fiscal year (including basis and the Borrower and the Guarantors on a projected consolidated balance sheet and related statements of projected operations and cash flows basis as of the end close of and for such fiscal month and the results of their operations during such fiscal period and the then elapsed portion of the fiscal year), all certified by a Financial Officer as fairly presenting the results of operations of the Borrower and the Subsidiaries on a consolidated basis, subject to normal year-end audit adjustments; (e) on the first Business Day of each week, a statement of projected cash receipts and cash disbursements for each week in the period of sixteen continuous weeks commencing with the immediately following week, in a form reasonably satisfactory to the Agent; (f) concurrently with any delivery of financial statements under (b) above, monthly financial projections for the following six fiscal month period; (g) as soon as possible, and in any event within 45 days of the Closing Date, a consolidated pro forma statement of (i) the Borrower's and the Subsidiaries' and (ii) the Borrower's and the Guarantor's financial condition as of the Petition Date; (h) concurrently with any delivery of financial statements under (b) above, updates of the forecast delivered to the Agent pursuant to Section 4.01(i), satisfactory in form and substance to the Agent; (i) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary it with the SECSecurities and Exchange Commission, or any Governmental Authority governmental authority succeeding to any of or all of the functions of said Commissioncommission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (fj) promptly as soon as available and in any event (A) within 30 days after the receipt thereof by Holdings or the Borrower or any Subsidiaryof its ERISA Affiliates knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Single Employer Plan of the Borrower or such ERISA Affiliate has occurred and (B) within 10 days after the Borrower or any of its ERISA Affiliates knows or has reason to know that any other Termination Event with respect to any such Plan has occurred, a statement of a Financial Officer of the Borrower describing such Termination Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (k) promptly and in any event within 10 days after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or any such ERISA Affiliate of the PBGC's intention to terminate any Single Employer Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (l) if requested by the Agent, promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Single Employer Plan of the borrower or any of its ERISA Affiliates; (m) within 10 days after notice is given or required to be given to the PBGC under Section 302(f)(4)(A) of ERISA of the failure of the Borrower or any of its ERISA Affiliates to make timely payments to a Plan, a copy of any “management letter” such notice filed and a statement of a Financial Officer of the Borrower setting forth (A) sufficient information necessary to determine the amount of the lien under Section 302(f)(3), (B) the reason for the failure to make the required payments and (C) the action, if any, which the Borrower or any of its ERISA Affiliates proposed to take with respect thereto; (n) promptly and in any event within 10 days after receipt thereof by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or any such person from its certified public accountants and ERISA Affiliate concerning (A) the management’s response thereto; andimposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or which may be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (A), (B) or (C) above; (go) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any SubsidiaryGuarantor, or compliance with the terms of any Loan Document, material loan or financing agreements as the Administrative Agent or Agent, at the request of any Lender DIP Lender, may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), ; and (bp) or (e) (furnish to the extent Agent and its counsel promptly after the same is available, copies of all pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of the Borrower or any such documents are included in materials otherwise filed of the Guarantors with the SEC) may be delivered electronically and if so deliveredBankruptcy Court in the Cases, shall be deemed to have been delivered or distributed by or on the date (i) on which behalf of the Borrower posts such documents, or provides a link thereto on any of the Borrower’s website on Guarantors to any official committee appointed in the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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)Cases.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender: (a) within 90 75 days after the end of each fiscal year (except for the year ended December 31, 2015, which shall be within 90 days after the end of such fiscal year), its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP R▇▇▇▇▇▇ R▇▇▇▇▇ LLC or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified in without a “going concern” or like qualification or exception and without any material respectqualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis”; (b) within 45 40 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and and, other than with respect to quarterly reports during the remainder of the first fiscal year after the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments, together with a customary “management discussion and analysis”; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) in the form of Exhibit B certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8thereto; (d) within 45 60 days after the commencement beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiaryof the Subsidiaries, a copy of any “management letter” received by any such person Person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In So long as (i) Medtronic is the case legal or beneficial owner of at least five percent (5%) of the Borrowerissued and outstanding shares of Capital Stock of the Company (adjusted for any stock splits, furnish to stock dividends or other recapitalization of the Administrative Agent Capital Stock) and (either physically ii) there has been no Initial Offering or through electronic delivery reasonably acceptable to Change in Control, the Administrative Agent), which Company shall furnish to each LenderMedtronic: (a) within 90 ninety (90) days after the end of each fiscal yearyear of the Company, its consolidated a balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries Company as of the close end of such fiscal year and the results related consolidated statements of its operations income, stockholders' equity and the operations of such Subsidiaries during such year, together with comparative figures cash flows for the immediately preceding fiscal yearyear then ended, all audited prepared in accordance with generally accepted accounting principles and certified by Ernst & Young LLP or other a firm of independent public accountants selected by the Board of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations Directors of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedCompany; (b) within 45 forty-five (45) days after the end of each of fiscal quarter in each fiscal year (other than the first three last fiscal quarters of quarter in each fiscal year, its consolidated ) a balance sheet of the Company and its subsidiaries and the related consolidated statements of income, stockholders’ ' equity and cash flows showing flows, unaudited but prepared in accordance with generally accepted accounting principles and certified by the chief financial condition officer or controller of the Borrower and its Company, such consolidated Subsidiaries balance sheet to be as of the close end of such fiscal quarter and the results such consolidated statements of its operations income, stockholders' equity and the operations of such Subsidiaries during cash flows to be for such fiscal quarter and for the then elapsed portion period from the beginning of the fiscal yearyear to the end of such fiscal quarter, and in each case with comparative figures statements for the same periods corresponding period in the immediately preceding prior fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any at the time of delivery of financial statements under paragraph (aeach quarterly statement pursuant to Section 6.1(b), or (b) abovea management narrative report explaining all significant variances from forecasts and all significant current developments in staffing, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificatemarketing, when furnished by an accounting firm, may be limited to accounting matters sales and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8operations; (d) within 45 thirty (30) days after prior to the commencement start of each fiscal year year, consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company and its subsidiaries in respect of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year), all itemized in reasonable detail, and, promptly after preparation, any significant revisions to any of the foregoing; (e) promptly after the same become publicly availablecommencement thereof, copies notice of all periodic actions, suits, claims, proceedings, investigations and other reports, proxy statements and other materials filed by Holdings, inquiries that could materially adversely affect the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may beCompany; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, such other information regarding the business, financial condition, operations, business property or affairs of the Company and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, subsidiaries as the Administrative Agent or any Lender such Medtronic reasonably may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case Borrower shall furnish or cause to be furnished to each Lender each of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lenderfollowing: (a) annually, within 90 ninety (90) days next following the end of each calendar year during the term of the Facility, individual and consolidated financial and operating statements in the form attached hereto as Exhibit I covering the operation of each of the Properties from time to time constituting part of the Collateral for the Facility for such calendar year, which financial and operating statements shall show the actual performance of each of the Properties from time to time constituting part of the Collateral for the Facility for the immediately preceding calendar year and shall otherwise be in form and substance reasonably satisfactory to Agent; (b) annually, within ninety (90) days next following the end of each calendar year during the term of the Facility, complete executed copies of annual audited consolidated and annual unaudited consolidating financial statements in the form attached hereto as Exhibit J for each of Borrower, the General Partner and the Company for such fiscal year, and containing a fully itemized statement of profit and loss and of surplus and a balance sheet; (c) annually, not later than the first business day of each calendar year during the term of the Facility, individual and consolidated operating and capital expenditure budgets pertaining to such calendar year in the form attached hereto as Exhibit K with respect to each of the Properties from time to time constituting part of the Collateral for the Facility; (d) quarterly, within forty-five (45) days next following the end of each calendar quarter during the term of the Facility, quarterly consolidated and consolidating unaudited financial statements in the form attached hereto as Exhibit L for each of Borrower, the General Partner and the Company; (e) quarterly (unless otherwise requested by Agent more frequently than quarterly, but in no event more frequently than monthly) not later than thirty (30) days after the end of each fiscal year, its consolidated balance sheet and related statements calendar quarter (or such shorter period of income, stockholders’ equity and cash flows showing time if requested more frequently than quarterly) during the financial condition term of the Borrower Facility, monthly unaudited individual and its consolidated Subsidiaries operating statements in the form attached hereto as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of Exhibit M covering each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition Properties from time to time constituting part of the Borrower and its consolidated Subsidiaries as of Collateral for the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and Facility, reconciled to the then elapsed portion of the fiscal year, current annual individual and comparative figures consolidated operating budgets for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may beProperties; (f) promptly after copies of all other quarterly and annual filings of Borrower, the receipt thereof by Holdings General Partner or the Borrower Company with the Securities and Exchange Commission and other publicly released information concurrent with such filing or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; andreleases; (g) promptly, from time copies of all correspondence (other than non-material correspondence pertaining to time, such administrative or other information regarding day-to-day matters of operation) between Borrower and (y) the operations, business affairs issuer of the Franchise Agreement for the Properties and financial condition (z) the Lessee of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).the

Financial Statements, Reports, etc. In the case of the BorrowerParent Guarantor, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to and each Lender: (a) as soon as available and in any event within 90 110 days after the end of each fiscal year, its (i) consolidated balance sheet sheets and the related statements of income, stockholders’ equity income and cash flows showing the financial condition of the Borrower Parent Guarantor and its consolidated Subsidiaries (the Parent Guarantor and its Subsidiaries being collectively referred to as the "Companies") as of the close of such fiscal year and (which requirement shall be deemed satisfied by the results delivery of its operations and the operations of such Subsidiaries during Parent Guarantor's Annual Report on Form 10-K (or any successor form) for such year, together with comparative figures for the immediately preceding fiscal year), all audited by Ernst & Young LLP KPMG Peat Marwick or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on Companies an a consolidated basis in accordance with GAAP consistently applied and (ii) if on the date they are to be so furnished the Approval Date has not yet occurred, a balance sheet and the related statements of income and cash flows of each Subsidiary Guarantor as of the close of such fiscal year, each certified by a Financial Officer as fairly presenting the financial condition and results of operations of such Subsidiary Guarantor in accordance with GAAP consistently applied; (b) within 45 65 days after the end of each of the first three fiscal quarters of each fiscal year, its (i) consolidated balance sheet sheets and related statements of income, stockholders’ equity income and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries Companies as of Credit Agreement the close of such fiscal quarter and the then elapsed portion of the fiscal year (which requirement shall be deemed satisfied by the delivery of the Parent Guarantor's Quarterly Report on Form 10-Q (or any successor form) for such quarter), each certified by a Financial Officer as fairly presenting the financial condition and results of its operations and the operations of such Subsidiaries during the Companies on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and (ii) if on the date they are to be so furnished the Approval Date has not yet occurred, a balance sheet and related statements of income and cash flows of each Subsidiary Guarantor as of the close of such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all each certified by one of its a Financial Officers Officer as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis such Subsidiary Guarantor in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently promptly upon the mailing or filing thereof copies of all financial statements, reports and proxy statements mailed to the Parent Guarantor's public shareholders, and copies of all registration statements (other than those on Form S-8) and Form 8-K's (to the extent that such Form 8-K's disclose actual or potential adverse developments with respect to the Parent Guarantor or any delivery of financial statements under paragraph (a)its Subsidiaries that constitute, or (b) abovecould reasonably be anticipated to constitute, a certificate of Material Adverse Effect) filed with the accounting firm Securities and Exchange Commission (in the case of paragraph (a)or any successor thereto) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8national securities exchange; (d) within 45 days after prompt notice of any reduction in the commencement of each fiscal year of credit rating given to the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)Parent Guarantor by any Rating Agency; (e) promptly after (i) the same become publicly availableoccurrence thereof, notice of any ERISA Termination Event or "prohibited transaction", as such term is defined in Section 4975 of the Code, with respect to any Plan that results, or could reasonably be anticipated to result, in a Material Adverse Effect, which notice shall specify the nature thereof and the Parent Guarantor's proposed response thereto, and (ii) actual knowledge thereof copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower any notice of PBGC's intention to terminate or to have a trustee appointed to administer any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response theretoPlan; and (gf) promptly, from time to time, such other information information, regarding the its operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiarycondition, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).Credit Agreement

Financial Statements, Reports, etc. In the case of the Borrower, furnish Guarantor shall deliver (or cause to the Administrative Agent (either physically or through electronic delivery reasonably acceptable be delivered) to the Administrative Agent), which shall furnish to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet as soon as available and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respectevent within forty-five (45) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three quarterly fiscal quarters periods of each fiscal yearyear of Guarantor, its consolidated the unaudited balance sheet and related statements income statement of incomeGuarantor, stockholders’ equity and cash flows showing the financial condition of the Borrower and which shall incorporate its consolidated Subsidiaries (including Pledgor and Seller), as of at the close end of such fiscal quarter and period, setting forth in each case in comparative form the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal previous year, all certified accompanied by one an Officer’s Certificate of its Financial Officers as Guarantor, which certificate shall state that said consolidated financial statements fairly presenting present the consolidated financial condition and results of operations of the Borrower Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments) (collectively, the “Quarterly Report”); (c) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm as soon as available and in any event within one hundred twenty (in the case of paragraph (a)120) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement end of each fiscal year of Guarantor: (i) the Borrowerunaudited, a detailed balance sheet and income statement of Guarantor, which shall incorporate its consolidated budget for Subsidiaries as at the end of such fiscal year year, accompanied by an Officer’s Certificate of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (including a projected collectively, “Guarantor Annual Reporting”); (ii) the combined, consolidated balance sheet and related statements statement of projected operations and cash flows equity of REIT, which shall incorporate its consolidated Subsidiaries, as of at the end of such fiscal year and the related combined, consolidated statements of operations and of cash flows for REIT, which shall incorporate its consolidated Subsidiaries, for such fiscal year); (e) promptly after the same become publicly available, copies accompanied by an opinion thereon of all periodic and Deloitte Consulting LLP or other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said combined, consolidated financial statements fairly present the management’s response thereto; and (g) promptlycombined, from time to timeconsolidated financial condition and results of operations of REIT and its consolidated Subsidiaries as at the end of, and for, such other information regarding the operationsfiscal year in accordance with GAAP (collectively, business affairs “REIT Annual Reporting”, and financial condition of Holdingstogether with Guarantor Annual Reporting, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a“Annual Reporting Package”), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).;

Financial Statements, Reports, etc. In the case of the BorrowerHoldings, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish such statements, certificates or other documents received pursuant to this Section 5.04 to each Lender:Lender and Issuing Bank): (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries consolidated subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst Deloitte & Young Touche LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries consolidated subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto, (ii) setting forth the calculation and uses of the Available Acquisition Amount and the Available Investment Amount for the fiscal period then ended, and (iiiii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 6.08 and 6.12 6.09 and, in the case of a certificate delivered with the financial statements required by paragraph (ab) aboveabove for the period ending on June 30 of each year (commencing with June 30, (x) 2008), setting forth the BorrowerHoldings’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8Flow; (d) within 45 concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) no later than 60 days after the commencement end of each fiscal year of Holdings (90 days in the Borrowercase of the fiscal year ending December 31, 2007), a detailed consolidated budget for such the then current fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (ef) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the U.S. Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (fg) promptly after the receipt thereof by Holdings or the U.S. Borrower or any Subsidiaryof their respective subsidiaries, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; (h) promptly, following a request by any Lender, provide all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (gi) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the U.S. Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each LenderBank: (a) as soon as available, but in any event within 90 105 days after the end of each fiscal yearyear of the Company, its a copy of (x) the audited comparative consolidated balance sheet of the Company and its Subsidiaries as of the end of such year and the related audited comparative consolidated statements of income, stockholders’ equity retained earnings and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during flow for such year, together with comparative figures for the immediately preceding fiscal year, all audited accompanied by Ernst & Young LLP or other a report thereon of independent certified public accountants of recognized national standing selected by the Company and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) satisfactory to the effect that such consolidated Bank (the "Auditor"), which report shall be unqualified; and (y) the management prepared comparative consolidating financial statements fairly present of the Company and its Subsidiaries which support the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis statements delivered pursuant to clause (x); all such financial statements to be prepared in accordance with GAAP Generally Accepted Accounting Principles, consistently applied; (b) within 45 as soon as available, but in any event not later than 60 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal yearyear of the Company, its a copy of (x) the unaudited interim comparative consolidated and comparative consolidating balance sheet of the Company and its Subsidiaries as of the end of each such quarter and the related unaudited interim comparative consolidated and comparative consolidating statements of income, stockholders’ equity retained earnings and cash flows showing flow for such quarter and the portion of the fiscal year through such date; and (y) the unaudited interim comparative balance sheet of each Golf Facility, and each Golf Related Business as of the end of each such quarter and the related comparative statements of income for each Golf Facility and each Golf Related Business for such quarter; all such financial statements to be prepared in accordance with Generally Accepted Accounting Principles, consistently applied; (c) a certificate prepared and signed by the Auditor with each delivery required by clause (a) and a certificate prepared and signed by the Chief Financial Officer with each delivery required by clauses (a) and (b), certifying that the financial condition of the Borrower statements delivered pursuant to such clauses were prepared in accordance with Generally Accepted Accounting Principles consistently applied, and its consolidated Subsidiaries further certifying as to whether or not, as of the close of such fiscal quarter preceding period and the results of its operations and the operations of such Subsidiaries at all times during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdingsperiod, the Borrower Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholdersGuarantor, as the case may be, was in compliance with all the provisions in this Agreement, showing computation of financial covenants and quantitative negative covenants, and if the Auditor or Chief Financial Officer, as the case may be, shall have obtained knowledge of any default in such compliance or notice of such default, it shall disclose in such certificate such default or defaults or notice thereof and the nature thereof, whether or not the same shall constitute an Event of Default hereunder; (d) at all times indicated in (a) above, a copy of the management letter, if any, prepared by the Auditor; (e) within five (5) days after filing thereof, copies of all regular and periodic financial information, proxy materials and other information and reports which the Company or any of its Subsidiaries shall file with the Securities and Exchange Commission; (f) promptly after with respect to each Permitted Acquisition, within thirty (30) days of the receipt thereof by Holdings or end of each calendar month, (i), to the Borrower or any Subsidiaryextent not delivered pursuant to clause (e) above, a copy of any “management letter” received by any such person from its certified public accountants each acquisition agreement executed during the preceding calendar month, together with all schedules and the management’s response thereto; and (g) promptlyexhibits thereto and all material documents and instruments delivered thereunder, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant websitecopies of each lease of real property, if any, to which each Lender included in the Permitted Acquisition together with copies of the consent of the lessor therein, if required in connection with the Permitted Acquisition; and the Administrative Agent have access (whether iii) a commercial, third-party website or whether sponsored by the Administrative Agent).Chief

Financial Statements, Reports, etc. In the case of the BorrowerBorrower and the other Credit Parties, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable i) deliver to the Administrative Agent), which shall furnish to the Issuing Bank, the Collateral Agent, the Tranche B Agent, the Tranche C Agent and each Lenderof the Lenders: (ai) within Within 90 days after the end of each fiscal yearyear of BI, its BI's consolidated and the Borrower's consolidated balance sheet and related statements statement of income, stockholders’ equity income and cash flows flows, showing the financial condition of BI, the Borrower and its the other Credit Parties on a consolidated Subsidiaries basis and the Borrower on a consolidated basis as of the close of such fiscal year and the results of its their respective operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all to be audited by Ernst & Young LLP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or other independent public accountants of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) and to be certified by a Financial Officer of the Borrower to the effect that such consolidated financial statements fairly present the financial condition and results of operations of BI, the Borrower and its consolidated Subsidiaries the other Credit Parties on a consolidated basis and the Borrower on a consolidated in accordance with GAAP consistently applied; (bii) within Within 45 days after the end of each of the first three fiscal quarters of BI (commencing with the fiscal quarter ending on or about January 30, 1999) and within 60 days after the end of the fourth fiscal quarter of each fiscal yearyear of BI, its BI's consolidated and the Borrower's consolidated balance sheet sheets and related statements of income, stockholders’ equity income and cash flows flows, showing the financial condition of BI, the Borrower, and the other Credit Parties on a consolidated basis and the Borrower and its on a consolidated Subsidiaries basis as of the close of such fiscal quarter and the results of its their respective operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all each certified by one of its a Financial Officers Officer as fairly presenting the financial condition and results of operations of BI, the Borrower and its the other Credit Parties on a consolidated Subsidiaries basis and the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (ciii) concurrently Concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in or a Financial Officer, as the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) may be, opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Default or Event of Default or Default has occurred occurred, or, if such an a Default or Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in provisions of Sections 6.66.04, 6.106.05, 6.11 6.06 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.86.07 hereof; (div) within 45 Within 30 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of each fiscal month of BI (commencing with the fiscal month ending on or about January 30, 1999) (or 45 days with respect to the fiscal month ending at the end of each fiscal quarter of BI), the unaudited monthly income statement, balance sheet and for cash flow report of BI, the Borrower and the other Credit Parties on a consolidated basis and the Borrower on a consolidated basis as of the close of such fiscal month and the results of their respective operations during such fiscal period and the then elapsed portion of the fiscal year (and such other cash flow reports and operating statements as the Administrative Agent, the Issuing Bank, the Collateral Agent, the Tranche B Agent or any Lender may reasonably request), all certified by a Financial Officer as fairly presenting the results of operations of BI, the Borrower and the other Credit Parties on a consolidated basis and the Borrower on a consolidated basis, subject to normal year)-end audit adjustments; (ev) promptly To the extent not otherwise required under this Section 5.01, those additional reports listed on Schedule 5.01(e) hereto; (vi) Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary it with the SECSecurities and Exchange Commission, or any Governmental Authority governmental authority succeeding to any of or all of the functions of said Commissioncommission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (fvii) promptly As soon as available and in any event (A) within 30 days after the receipt thereof by Holdings or the Borrower or any Subsidiaryof its ERISA Affiliates knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Single Employer Plan of the Borrower or such ERISA Affiliate has occurred and (B) within 10 days after the Borrower or any of its ERISA Affiliates knows or has reason to know that any other Termination Event with respect to any such Plan has occurred, a statement of a Financial Officer describing such Termination Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (viii) Promptly and in any event within 10 days after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or any such ERISA Affiliate of the PBGC's intention to terminate any Single Employer Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (ix) Promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Single Employer Plan of the Borrower or any of its ERISA Affiliates; (x) Within 10 days after notice is given or required to be given to the PBGC under Section 302(f)(4)(A) of ERISA of the failure of the Borrower or any of its ERISA Affiliates to make timely payments to a Plan, a copy of any “management letter” such notice filed and a statement of a Financial Officer of the Borrower setting forth (A) sufficient 114 information necessary to determine the amount of the lien under Section 302(f)(3), (B) the reason for the failure to make the required payments and (C) the action, if any, which the Borrower or any of its ERISA Affiliates proposed to take with respect thereto; (xi) Promptly and in any event within 10 days after receipt thereof by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or any such person from its certified public accountants and ERISA Affiliate concerning (A) the management’s response theretoimposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or which may be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (A), (B) or (C) above; and (gxii) promptlyPromptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiaryother Credit Party, or compliance with the terms of any Loan Document, material loan or financing agreements as the Administrative Agent, the Issuing Bank, the Collateral Agent, the Tranche B Agent, the Tranche C Agent or any Lender may reasonably request. Documents . (xiii) Furnish to the Administrative Agent and its counsel promptly after the same is available, copies of all pleadings, motions, applications, judicial information, financial information and other documents filed by or on behalf of the Borrower or any of the other Credit Parties with the Bankruptcy Court or any other court of competent jurisdiction. (xiv) At least 15 days prior thereto, provide the Administrative Agent with written notice of the closing of any store (it being understood that the Borrower may only close stores as permitted by Section 6.13(c)). (xv) At least 5 days prior thereto, provide the Administrative Agent with the identity of any lease (which shall not then be included in the Leasehold Collateral) to be included in the Additional Collateral after the Closing Date, as well as a certification of the appraised value thereof. (xvi) Promptly and in any event within 30 days after the end of each fiscal month of the Borrower (commencing with the fiscal month ending on or about July 31, 2000), a detailed statement of all amounts paid and required to be delivered pursuant paid in the previous calendar month with respect to Section 5.4(a), (b) or (e) (to the extent any such documents are each leased store then included in materials otherwise filed the Leasehold Collateral on account of base rent and required escrow of common area maintenance charges, together with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by supporting documentation as the Administrative Agent), the Issuing Bank, the Collateral Agent, the Tranche B Agent, the Tranche C Agent or any Lender may request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Parent shall deliver (or cause to the Administrative Agent (either physically or through electronic delivery reasonably acceptable be delivered) to the Administrative Agent), which shall furnish to each LenderBuyer: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet as soon as available and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respectevent within fifty-five (55) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three quarterly fiscal quarters periods of each fiscal yearyear of Guarantor, the unaudited, consolidated balance sheets of Guarantor, which shall incorporate its consolidated balance sheet subsidiaries, as at the end of such period and the related unaudited, consolidated statements of income, stockholders’ equity income and retained earnings and of cash flows showing the financial condition of the Borrower and for Guarantor, which shall incorporate its consolidated Subsidiaries as of the close of Subsidiaries, for such fiscal quarter period and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearyear through the end of such period, and comparative figures for accompanied by an Officer’s Certificate of Guarantor, which certificate shall state that said consolidated financial statements fairly present the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the consolidated financial condition and results of operations of the Borrower Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (c) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm as soon as available and in any event within one hundred (in the case of paragraph (a)100) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement end of each fiscal year of each Guarantor, the Borrowerconsolidated balance sheet of the Guarantor, a detailed which shall incorporate its respective consolidated budget for Subsidiaries, if any, as at the end of such fiscal year (including a projected and the related consolidated balance sheet and related statements of projected operations income and retained earnings and of cash flows as of the end of and for Guarantor, which shall incorporate its consolidated Subsidiaries, for such fiscal year); (e) promptly after the same become publicly available, copies accompanied by an opinion thereon of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the management’s response theretoconsolidated financial condition and results of operations of Guarantor and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; and (gc) promptly, from time to timewithin ten (10) Business Days after Buyer’s request, such other further information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (respect to the extent any such documents are included in materials otherwise filed with financial affairs of the SEC) Guarantor as may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored requested by the Administrative Agent)Buyer.

Financial Statements, Reports, etc. In the case of the Borrower, The Borrower shall furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to Agent, each Bank and the Administrative Agent), which shall furnish to each LenderIssuing Bank: (a) within 90 105 days after the end of each fiscal year, its consolidated and consolidating balance sheet sheets and related statements of incomeincome and statements of cash flow, stockholders’ equity and cash flows showing the financial condition of (i) Avista Utilities and (ii) the Borrower and its consolidated Subsidiaries Subsidiaries, in each case as of the close of such fiscal year year, and the results of its each of their operations and the operations of such Subsidiaries during such year, together all (A) in the case of Avista Utilities, certified by one of the Borrower's Financial Officers as fairly presenting the financial condition and results of operations of Avista Utilities in accordance with comparative figures for GAAP consistently applied and (B) in the immediately preceding fiscal yearcase of the Borrower and its consolidated subsidiaries, all audited by Ernst Deloitte & Young LLP Touche or other independent public accountants of recognized national standing acceptable to the Required Banks and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis (except as noted therein) in accordance with GAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated and, to the extent otherwise available, consolidating balance sheet sheets and related statements of incomeincome and statements of cash flow, stockholders’ equity and cash flows showing the financial condition of (i) Avista Utilities and (ii) the Borrower and its consolidated Subsidiaries subsidiaries, in each case as of the close of such fiscal quarter quarter, and the results of its each of their operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of Avista Utilities or the Borrower and its consolidated Subsidiaries on a consolidated basis basis, as applicable, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, (i) a certificate of the relevant accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements or Financial Officer (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (iinterpretations) certifying that to the knowledge of the accounting firm or the Financial Officer, as the case may be, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto, and (ii) a certificate of a Financial Officer setting forth computations in reasonable detail satisfactory such calculations as are required to establish whether the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is Borrower was in compliance with Section 6.8Sections 6.05 and 6.06 on the date of such financial statements; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary it with the SECSecurities and Exchange Commission, or any Governmental Authority governmental authority succeeding to any of or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholdersshare holders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (ge) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Significant Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent Agent, any Bank or any Lender the Issuing Bank may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish for distribution to each Lender: (a) within 90 120 days after the end of each fiscal yearyear through the Term Loan Maturity Date, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, if applicable, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing (or as otherwise approved by the Administrative Agent in its reasonable discretion) and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear through the Term Loan Maturity Date, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and and, in each case, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (ci) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Default or Event of Default or Default has occurred or, if such an a Default or Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (yii) certifying concurrently with any delivery of the annual financial statements with respect to the preceding fiscal year pursuant to paragraph (a) above, deliver to the Administrative Agent a certificate of a Financial Officer setting forth the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the business activities, assets date of the Perfection Certificate delivered on the Restatement Date or liabilities the date of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8the most recent certificate delivered pursuant to this Section; (d) within 45 days promptly, but in no event later than ten (10) Business Days after the commencement existence of each fiscal year any of the Borrowerfollowing conditions, a detailed consolidated budget for duly executed certificate of a Responsible Officer of Borrower specifying in detail the nature of such fiscal year condition and Borrower’s proposed response thereto: (including a) the receipt by Borrower of any written communication from a projected consolidated balance sheet and related statements Governmental Authority that alleges that Borrower is not in compliance in any material respect with any material Environmental Law; or (b) Borrower shall obtain knowledge of projected operations and cash flows as any event that could form the basis of the end of and for such fiscal year)an Environmental Liability that could reasonably be expected to have a Material Adverse Effect; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed notices of material breach or violation given or received by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding pursuant to any or all of the functions of said CommissionMaterial Agreements other than routine correspondences, given or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained received in the definition ordinary course of such term)business relating to routine aspects of financing, distributed to its shareholdersoperating, as maintaining or using the case may beProject; (f) promptly after the receipt thereof by Holdings or the Borrower, copies of any Permit obtained by Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and other Person after the management’s response theretoRestatement Date; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent Agent, the Arranger or any Lender may reasonably request. Documents required , including with respect to be delivered pursuant to Section 5.4(a), applicable “know your customer” and anti-money laundering rules and regulations (b) or (e) (to including the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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 AgentPatriot Act).

Financial Statements, Reports, etc. In the case of the BorrowerCompany, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to and each Lender: (a) within 90 75 days after the end of each fiscal year, its consolidated balance sheet sheets and related statements of income, changes in stockholders’ ' equity and cash flows flows, showing the financial condition of the Borrower Company and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such its Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries Company on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 40 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet sheets and related statements of income, changes in stockholders’ ' equity and cash flows flows, showing the financial condition of the Borrower Company and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such its Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding such fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificatesinterpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants covenant contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.86.06; (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary it with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any of or all of the functions of said such Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (ge) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower Company or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish for distribution to each Lender: (a) within 90 120 days after the end of each fiscal yearyear through the Term Loan Maturity Date, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, if applicable, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing (or as otherwise approved by the Administrative Agent in its reasonable discretion) and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear through the Term Loan Maturity Date, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and and, in each case, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (ci) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Default or Event of Default or Default has occurred or, if such an a Default or Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (yii) certifying concurrently with any delivery of the annual financial statements with respect to the preceding fiscal year pursuant to paragraph (a) above, deliver to the Administrative Agent a certificate of a Financial Officer setting forth the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the business activities, assets date of the Perfection Certificate delivered on the Second Lien Closing Date or liabilities the date of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8the most recent certificate delivered pursuant to this Section; (d) within 45 days promptly, but in no event later than ten (10) Business Days after the commencement existence of each fiscal year any of the Borrowerfollowing conditions, a detailed consolidated budget for duly executed certificate of a Responsible Officer of Borrower specifying in detail the nature of such fiscal year condition and Borrower’s proposed response thereto: (including a) the receipt by Borrower of any written communication from a projected consolidated balance sheet and related statements Governmental Authority that alleges that Borrower is not in compliance in any material respect with any material Environmental Law; or (b) Borrower shall obtain knowledge of projected operations and cash flows as any event that could form the basis of the end of and for such fiscal year)an Environmental Liability that could reasonably be expected to have a Material Adverse Effect; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed notices of material breach or violation given or received by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding pursuant to any or all of the functions of said CommissionMaterial Agreements other than routine correspondences, given or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained received in the definition ordinary course of such term)business relating to routine aspects of financing, distributed to its shareholdersoperating, as maintaining or using the case may beProject; (f) promptly after the receipt thereof by Holdings or the Borrower, copies of any Permit obtained by Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and other Person after the management’s response theretoSecond Lien Closing Date; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent Agent, the Arranger or any Lender may reasonably request. Documents required , including with respect to be delivered pursuant to Section 5.4(a), applicable “know your customer” and anti-money laundering rules and regulations (b) or (e) (to including the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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 AgentPatriot Act).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish for distribution to each Lender: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year of the Borrower and its consolidated Subsidiaries at such time and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal yearyear (or, in the case of the fiscal year ending December 31, 2005, the comparable period of more than twelve months ending December 31, 2004), all audited by Ernst & Young KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants reasonably satisfactory to the Administrative Agent (which shall not be qualified in any material respect, except for qualifications relating to accounting changes (with which such independent public accountants shall concur) in response to FASB releases or other authoritative pronouncements) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter of the Borrower and its consolidated Subsidiaries at such time and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as to the effect that such financial statements, while not examined by independent public accountants, reflect in the opinion of the Borrower all adjustments necessary to present fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as of the end of and for such periods in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) (i) concurrently with any delivery of financial statements under paragraph (a)) above for the year ended December 31, or (b) above2006 and each year thereafter, a certificate of letter from the accounting firm (in rendering the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining opinion on or certifying such statements (which certificate, when furnished by an accounting firm, letter may be limited to accounting matters and disclaim responsibility for legal interpretations interpretations) stating whether, in connection with their audit examination, anything has come to their attention which would cause them to believe that any Default or Event of Default existed on the date of such financial statements and which may be provided by if such a condition or event has come to their attention and (ii) concurrently with any delivery of financial statements under paragraph (a) or (b) above for the quarter ended June 30, 2006 and each quarter and/or year thereafter, a certificate of a Financial Officer if accounting firms generally are not providing such certificates) of the Borrower (iA) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (iiB) setting forth computations in reasonable detail as is reasonably satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 6.13 and 6.12 6.14 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow Flow, Consolidated EBITDA and Capital Expenditures for the applicable fiscal year and the Available Amount as at the end of the applicable fiscal year and (yC) certifying disclosing any Asset Sale or Recovery Event (other than any Asset Sale or Recovery Event not subject to the mandatory prepayment provisions set forth in Section 2.13(b)(i) pursuant to the first proviso of the definition of Net Cash Proceeds) that there has been no change was consummated in the business activities, assets or liabilities preceding fiscal quarter and specifying the nature thereof and the use of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance proceeds with Section 6.8respect thereto; (d) within 45 30 days after following the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any domestic national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholdersshareholders generally, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiaryof the Subsidiaries, a copy of any “management letter” received by any such person Person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish for distribution to each Lender: (a) within 90 days after the end of each fiscal yearyear beginning with the fiscal year ending on December 31, 2011, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year of the Borrower and its consolidated Subsidiaries at such time and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants reasonably satisfactory to the Administrative Agent (which shall not be qualified in any material respect, except for qualifications relating to accounting changes (with which such independent public accountants shall concur) in response to FASB releases or other authoritative pronouncements) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear beginning with the fiscal quarter ending on June 30, 2011, its unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter of the Borrower and its consolidated Subsidiaries at such time and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as to the effect that such financial statements, while not examined by independent public accountants, reflect in the opinion of the Borrower all adjustments necessary to present fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as of the end of and for such periods in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) (i) concurrently with any delivery of financial statements under paragraph (aSection 5.04(a), or (b) above, a certificate of letter from the accounting firm (in independent public accountants rendering the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining opinion on or certifying such statements (which certificate, when furnished by an accounting firm, letter may be limited to accounting matters and disclaim responsibility for legal interpretations interpretations) stating whether, in connection with their audit examination, anything has come to their attention which would cause them to believe that any Default or Event of Default existed on the date of such financial statements and which may be provided by if such a condition or event has come to their attention and (ii) concurrently with any delivery of financial statements under Section 5.04(a) or 5.04(b), an Officers’ Certificate of a Financial Officer if accounting firms generally are not providing such certificates) of the Borrower (iA) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (iiB) setting forth computations in reasonable detail as is reasonably satisfactory to the Administrative Agent demonstrating compliance with each of the covenants contained set forth in Sections 6.6, 6.10, 6.11 and 6.12 and, in as of the case last day of a certificate delivered the fiscal year or fiscal quarter with the respect to which such financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8are being delivered; (d) within 45 30 days after following the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any domestic national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholdersshareholders generally, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiaryof the Subsidiaries, a copy of any “management letter” received by any such person Person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to and each Lender: : (a) within 90 days after the end of each fiscal year, its consolidated and consolidating balance sheet sheets and related statements of incomeoperations, stockholders’ ' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for audited, in the immediately preceding fiscal yearcase of the consolidated financial statements, all audited by Ernst & Young Price Waterhouse LLP or other independent public accountants of recognized national standing acceptable to the Required Lenders and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements present fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and, in the case of the consolidating financial statements, certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidating basis in accordance with GAAP consistently applied; ; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated and consolidating balance sheet sheets and related statements of incomeoperations, stockholders’ ' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as presenting fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated the Subsidiaries on a consolidated and a consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under sub-paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificatesinterpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto (it being understood that such certificate, when given by an accounting firm, may be limited to their knowledge as obtained in the course of their audit and without special investigation) and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent showing the Leverage Ratio and the Interest Coverage Ratio as of the last day of the fiscal year or fiscal quarter to which such statements relate and demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 6.11, 6.12 and 6.12 and, 6.13 (it being understood that the information required by this clause (ii) may be provided in the case a certificate of a certificate delivered with Financial Officer on behalf of the financial statements required by paragraph (a) above, (x) setting forth Borrower instead of from the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; accounting firm); (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; ; (e) if, as a result of any change in accounting principles and policies from those as in effect on the date hereof, the consolidated and consolidating financial statements of the Borrower and the Subsidiaries delivered pursuant to paragraph (a) or (b) above will differ in any material respect from the consolidated or consolidating financial statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made, then together with the first delivery of financial statements pursuant to paragraph (a) and (b) above following such change, a schedule prepared by a Financial Officer of the Borrower reconciling such changes to what the financial statements would have been without such changes; (f) promptly after concurrently with the receipt thereof by Holdings or the Borrower or any Subsidiarydelivery of financial statement under subparagraph (a) above, a copy of any “management letter” received by any such person from its certified public accountants an operating and capital expenditure budget for the management’s response theretonext succeeding fiscal year; and (g) promptlypromptly upon the creation or acquisition of any Subsidiary or upon any Inactive Subsidiary ceasing to be an Inactive Subsidiary, a certificate from time to timea Responsible Officer of the Borrower, identifying such other information regarding Subsidiary and the operations, business affairs and financial condition ownership interest of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access Subsidiaries therein; (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Financial Statements, Reports, etc. In TXU (and TXU Electric and TXU Gas, to the case of the Borrowerextent such information relates to TXU Electric or TXU Gas, as applicable, only) will furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to Agents and each Lender: (a) as soon as available and in any event within 90 120 days after the end of each fiscal yearyear of TXU, its a consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower TXU and its consolidated Consolidated Subsidiaries as of the close end of such fiscal year and the results related consolidated statements of its operations income, retained earnings and the operations of cash flows for such Subsidiaries during such fiscal year, together with setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all audited reported on in a manner reasonably acceptable to the Securities and Exchange Commission by Ernst Deloitte & Young Touche LLP or other independent public accountants of nationally recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedstanding; (b) as soon as available and in any event within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its year of TXU a consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower TXU and its consolidated Consolidated Subsidiaries as of the close end of such fiscal quarter and the results related consolidated statements of its operations income for such quarter, for the portion of TXU's fiscal year ended at the end of such quarter, and for the twelve months ended at the end of such quarter, and the operations related consolidated statement of cash flows for the portion of TXU's fiscal year ended at the end of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearquarter, and setting forth comparative figures for previous dates and periods to the same periods extent required in the immediately preceding fiscal yearForm 10-Q, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, (subject to normal year-end audit adjustments) as to fairness of presentation, GAAP and consistency by a Financial Officer of TXU; (c) concurrently simultaneously with any delivery of each set of financial statements under referred to in paragraphs (a) and (b) above, (i) an unconsolidated balance sheet of TXU and the related unconsolidated statements of income, retained earnings and cash flows as of the same date and for the same periods applicable to the statements delivered pursuant to paragraph (a), ) or (b) above, a certificate of the accounting firm as applicable, all certified (subject to normal year-end adjustments in the case of paragraph (a)quarterly statements) or Financial Officer (in the case as to fairness of paragraph (b)) opining on or certifying such statements (which certificatepresentation, when furnished by an accounting firm, may be limited to accounting matters GAAP and disclaim responsibility for legal interpretations and which may be provided consistency by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto TXU and (ii) a certificate of a Financial Officer of TXU (A) setting forth computations in reasonable detail satisfactory the calculations required to the Administrative Agent demonstrating establish whether TXU was in compliance with the covenants contained in requirements of Sections 6.65.11 and 5.12 on the date of such financial statements, 6.10, 6.11 and 6.12 (B) stating whether any Default or Event of Default exists on the date of such certificate and, in if any Default or Event of Default then exists, setting forth the case of a certificate delivered details thereof and the action which TXU is taking or proposes to take with respect thereto; (d) simultaneously with the delivery of each set of financial statements required by referred to in paragraph (a) above, a statement of the firm of independent public accountants which reported on such statements (xi) setting forth stating whether anything has come to their attention to cause them to believe that any Default or Event of Default existed on the Borrower’s calculation date of Excess Cash Flow such statements and (yii) certifying that there has been no change confirming the calculations set forth in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; Financial Officer's certificate delivered simultaneously therewith pursuant to paragraph (dc) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year)above; (e) forthwith upon becoming aware of the occurrence of any Default or Event of Default, a certificate of a Financial Officer of TXU setting forth the details thereof and the action which TXU is taking or proposes to take with respect thereto; (f) promptly after upon the same become publicly availablemailing thereof to the shareholders of TXU generally, copies of all periodic financial statements, reports and other reports, proxy statements so mailed; (g) promptly upon the filing thereof, copies of each final prospectus (other than a prospectus included in any registration statement on Form S-8 or its equivalent or with respect to a dividend reinvestment plan) and other materials all reports on Forms 10-K, 10-Q and 8-K and similar reports which TXU, TXU Electric or TXU Gas shall have filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any of or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).;

Financial Statements, Reports, etc. In the case of the BorrowerBorrower 71 71 and Inland, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to and each Lender: (a) within 90 100 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ stockholder's equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries subsidiaries or Inland and its consolidated subsidiaries, as applicable, as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst Deloitte & Young Touche LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries subsidiaries or Inland and its consolidated subsidiaries, as applicable, on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ stockholder's equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries subsidiaries or Inland and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Restricted Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries subsidiaries or Inland and its consolidated subsidiaries, as applicable, on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph subsection (a), ) or (b) above, a certificate letter of the accounting firm (in the case of paragraph clause (a)) or above) and certificate of the Financial Officer (in the case of paragraph (b)) opining reporting on or certifying such statements (which certificateletter, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificatesinterpretations) (i) reporting that they are unaware that any Event of Default has occurred, in the case of the accounting firm, or certifying that no Event of Default or or, to the best of his knowledge after due inquiry, Default has occurred occurred, in the case of the Financial Officer or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants covenant contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8;6.09; 72 72 (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reportseach registration statement, proxy statements statement, annual report, Form 10-K, Form 10-Q and other materials Form 8-K filed by Holdingsthe Borrower, the Borrower Inland or any Subsidiary of their respective Restricted Subsidiaries with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (ge) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdingsthe Borrower, the Borrower Inland or any Subsidiaryof their respective Restricted Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which The Company shall furnish to each LenderInvestor: (a) as soon as available, and in any event within 90 120 days after the end of each fiscal yearFiscal Year, its an audited consolidated balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and the related audited consolidated statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal yearFiscal Year then ended, all audited prepared in accordance with generally accepted accounting principles in effect in the United States and certified by Ernst & Young LLP or other a firm of independent public accountants of recognized national standing and accompanied selected by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedBoard; (b) as soon as available, and in any event within 45 thirty (30) days after the end of each of the first three fiscal quarters of calendar quarter in each fiscal yearFiscal Year, its a consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income, stockholders’ equity and cash flows, unaudited but prepared in accordance with generally accepted accounting principles in effect in the United States and certified by the chief financial officer or chief accounting officer of the Company, such consolidated balance sheet to be as of the end of such calendar quarter and such consolidated statements of income, stockholders’ equity and cash flows showing to be for such calendar quarter and for the financial condition period from the beginning of the Borrower and its consolidated Subsidiaries as of Fiscal Year to the close end of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearcalendar quarter, in each case, with comparison to budget and comparative figures statements for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsprior Fiscal Year; (c) concurrently with as soon as available, and in any delivery event within thirty (30) days after the end of financial statements under paragraph (a), or (b) aboveeach month in each Fiscal Year, a certificate consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income, stockholders’ equity and cash flows, unaudited but prepared in accordance with generally accepted accounting firm (principles in effect in the case United States and certified by the chief financial officer or chief accounting officer of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying Company, such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed consolidated balance sheet to be taken with respect thereto as of the end of such month and (ii) setting forth computations in reasonable detail satisfactory such consolidated statements of income, stockholders’ equity and cash flows to be for such month and for the period from the beginning of the Fiscal Year to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 andend of such month, in each case, with comparison to budget and comparative statements for the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8prior Fiscal Year; (d) within 45 days after at the commencement time of each fiscal year delivery of the Borrowerfinancial statements pursuant to Sections 6.1(a), 6.1(b) and 6.1(c), a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as certificate executed by the chief financial officer or chief accounting officer of the end Company stating that such officer has caused this Agreement to be reviewed and has no knowledge of any default by the Company or any of its Subsidiaries in the performance or observance of any of the provisions of this Agreement or, if such officer has such knowledge, specifying such default and for such fiscal year)the nature thereof; (e) promptly after at the same become publicly available, copies time of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all delivery of each of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(estatement pursuant to Sections 6.1(b) the Net Cash Proceeds dollar threshold contained in the definition of such termand 6.1(c), distributed to its shareholdersa management narrative report explaining all significant variances from forecasts and all significant current developments in staffing, as the case may bemarketing, sales and operations; (f) no later than thirty (30) days prior to the start of each Fiscal Year, a detailed business plan for the next Fiscal Year for the review and approval of the Board, and no later than thirty (30) days prior to the start of each Fiscal Year, consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company and its Subsidiaries in respect of such Fiscal Year for review and approval of the Board (the “Annual Budget”), all itemized in reasonable detail and prepared on a monthly basis, and, promptly after preparation, any revisions to any of the foregoing; (g) promptly following receipt by the Company, but in any event within ten (10) days of receipt thereof, each audit response letter, accountant’s management letter and other written report submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company or any of its Subsidiaries; (h) promptly after the commencement thereof, but in any event within ten (10) days of receipt thereof by Holdings or the Borrower or any Subsidiaryof notice thereof, a copy notice of any “management letter” received and all of the following: (i) any (A) action, suit, claim, proceeding or investigation pending, or to the Company’s Knowledge, threatened against or affecting the Company, at law or in equity, or before any Governmental Entity; (B) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (C) inquiry by any such person Governmental Entity pending or, to the Company’s Knowledge, threatened against or affecting the Company (including without limitation any inquiry as to the qualification of the Company to hold or receive any Permit); (ii) any action, suit, claim, proceeding or investigation by the Company pending, threatened or contemplated against others; (iii) receipt of any opinion or memorandum or written legal advice from legal counsel to the effect that the Company is exposed, from a legal standpoint, to any liability or disadvantage which could reasonably be expected to have a Material Adverse Effect; (iv) any default with respect to any Governmental Order. (i) promptly upon sending, making available or filing the same, all press releases, reports, financial statements, or other correspondence or information that the Company sends or makes available to its certified public accountants and the management’s response theretostockholders; and (gj) promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, business property or affairs of the Company and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, its Subsidiaries as the Administrative Agent or any Lender such Investor reasonably may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the BorrowerOvernite, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to with sufficient copies for each Lender:): (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Overnite and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst Deloitte & Young Touche LLP or other independent public accountants of recognized national standing selected by Overnite and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower Overnite and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Overnite and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified on behalf of Overnite by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower Overnite and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) Overnite (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.66.09, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the BorrowerOvernite’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with payment would be required under Section 6.82.13(d)); (d) within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by HoldingsOvernite, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (fe) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiarypromptly, following a copy of any “management letter” received request by any Lender, provide all documentation and other information that such person from Lender reasonably requests in order to comply with its certified public accountants ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the management’s response theretoUSA Patriot Act; and (gf) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of HoldingsOvernite, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender Lender, through the Administrative Agent, may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).

Financial Statements, Reports, etc. In the case of the BorrowerHoldings, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish such statements, certificates or other documents received pursuant to this Section 5.04 to each Lender:Lender and Issuing Bank): (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during consolidated subsidiaries for such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified as to the scope of such audit or as to “going concern” (except for any such qualification solely with respect to or resulting from an upcoming maturity of any Indebtedness of the U.S. Borrower or its Subsidiaries or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period (or, other than in the case of any material respectfinancial maintenance covenant included herein, any actual inability to satisfy any financial maintenance covenant on a future date or in a future period)) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries consolidated subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a), ) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 6.05 and 6.12 and, in the case 6.06; (d) concurrently with any delivery of a certificate delivered with the financial statements required by paragraph under clause (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement of each fiscal year a certificate of the Borrower, a detailed consolidated budget for accounting firm that reported on such fiscal year (including a projected consolidated balance sheet and related financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of projected operations any Default or Event of Default with respect to the covenants contained in Sections 6.05 and cash flows as of 6.06 has occurred (which certificate may be limited to the end of and for such fiscal year)extent required by accounting rules or guidelines)[Reserved]; (e) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials material reports filed by Holdings, Holdings and the U.S. Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), or distributed to its shareholders, as the case may be; (fg) promptly after the receipt thereof [Reserved]; and (h) subject to applicable law and third party confidentiality agreements entered into by Holdings or the U.S. Borrower or any Subsidiaryin the ordinary course of business, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the U.S. Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest (including on behalf of any Lender). Documents required to be delivered The U.S. Borrower and Holdings hereby acknowledge and agree that all financial statements and certificates furnished pursuant to Section 5.4(aparagraphs (a), (b), (c) or and (edc) above (i) are hereby deemed to the extent any such documents are included in materials otherwise filed with the SEC) be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 9.01 and may be delivered electronically treated by the Administrative Agent and the Lenders as if so delivered, the same had been marked “PUBLIC” in accordance with such section and (ii) shall be deemed to have been delivered on the date (i) on which the U.S. Borrower or Holdings (x) posts such documents, or provides a link thereto on the U.S. Borrower’s website on the Internet at the Borrower’s ▇▇▇▇://▇▇▇▇.▇▇▇ or such other website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, with respect to which each Lender and the U.S. Borrower may from time to time notify the Administrative Agent and to which the Lenders have access or (whether y) files a commercialForm 10-K or 10-Q for the relevant fiscal period, third-party website as applicable, with the SEC, or whether sponsored by with any national securities exchange, or distributed to its shareholders, as the Administrative Agent)case may be.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Guarantor shall deliver (or cause to the Administrative Agent (either physically or through electronic delivery reasonably acceptable be delivered) to the Administrative Agent), which shall furnish to each LenderBuyer: (a) within 90 days after the end of each fiscal year, its consolidated balance sheet as soon as available and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respectevent within forty-five (45) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three quarterly fiscal quarters periods of each fiscal yearyear of Parent Guarantor, the unaudited, consolidated balance sheets of Parent Guarantor, which shall incorporate its consolidated balance sheet Subsidiaries, as at the end of such period and the related unaudited, consolidated statements of income, stockholders’ equity income and retained earnings and of cash flows showing the financial condition of the Borrower and for Parent Guarantor, which shall incorporate its consolidated Subsidiaries as of the close of Subsidiaries, for such fiscal quarter period and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearyear through the end of such period, and comparative figures for accompanied by an Officer’s Certificate of Parent Guarantor, which certificate shall state that said consolidated financial statements fairly present the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the consolidated financial condition and results of operations of the Borrower Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (c) concurrently with any delivery of financial statements under paragraph (a), or (b) above, a certificate of the accounting firm as soon as available and in any event within ninety (in the case of paragraph (a)90) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.6, 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.8; (d) within 45 days after the commencement end of each fiscal year of Parent Guarantor, the Borrowerconsolidated balance sheet of Parent Guarantor, a detailed which shall incorporate its respective consolidated budget for Subsidiaries, if any, as at the end of such fiscal year (including a projected and the related consolidated balance sheet and related statements of projected operations income and retained earnings and of cash flows as of the end of and for Parent Guarantor, which shall incorporate its consolidated Subsidiaries, for such fiscal year); (e) promptly after the same become publicly available, copies accompanied by an opinion thereon of all periodic and PricewaterhouseCoopers LLP or other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.4(e) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the management’s response theretoconsolidated financial condition and results of operations of Parent Guarantor and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; and (gc) promptly, from time to timewithin ten (10) Business Days after Buyer’s request, such other further information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.4(a), (b) or (e) (respect to the extent any such documents are included in materials otherwise filed with the SEC) financial affairs of Guarantor as may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the Borrower’s website address; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored requested by the Administrative Agent)Buyer.