Common use of Accounting; Financial Statements and Other Information Clause in Contracts

Accounting; Financial Statements and Other Information. Borrower will maintain a system of accounts established and administered in accordance with Generally Accepted Accounting Principles consistently applied. Borrower will deliver or cause to be delivered to Lender: Financial Reports ----------------- (i) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent, consolidated and consolidating financial statements of Parent and its Subsidiaries (including, after the Merger, Borrower), including a balance sheet as of the end of period, and statements of income for the period(s) that have been included as part of the consolidated financial statement disclosure of Parent's SEC Form 10-Q filing, which in the case only of the consolidated financial statements of Parent, have been reviewed by Parent's appointed independent accounting firm, along with statements of cash flows for that period. In connection with the delivery of such quarterly financial statements, an officer, on behalf of Borrower, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute and Even of Default, has occurred and is continuing or if in the opinion of said individual an Event of Default or such an event has occurred and is continuing a statement as to the nature thereof and the action which Borrower proposes to take with respect thereto (the provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default and of the granting of time to cure); (ii) as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of Parent, consolidated and consolidating financial statements of Parent (including, after the Merger, Borrower), including a balance sheet as of the end of such fiscal year and statements of income for the year(s) that have been included as part of the consolidated financial statement disclosure of Parent's SEC Form 10-K filing, which in the case only of the consolidated financial statements of Parent, have been audited by Parent's appointed independent accounting firm, and statements of cash flow for that period. In connection with the delivery of such annual financial statements, an officer, on behalf of Borrower, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute an Event of Default, has occurred and is continuing or if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof (the provisions for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default or the granting of time to cure). (iii) within ten (10) days after filing thereof copies of all federal and state income tax returns for Parent. (iv) such financial information from Borrower as shall reasonably be requested by Lender. (v) as soon as reasonably practicable, upon reasonable request of Lender such other data and information (financial and otherwise) bearing upon or related to Borrower's financial condition, results of operations, assets and/or Borrower's projections of cash flow and profit and loss, all as Lender from time to time may reasonably request. (vi) within fifteen (15) days after the end of each calendar month, a list of the Borrower's aged accounts receivable and a complete list of Borrower's inventory duly certified by the chief financial officer of Borrower and such other information relating to Borrower's accounts receivable as Lender shall request at such times as Lender shall request upon such forms and using such procedures as Lender shall reasonably require.

Accounting; Financial Statements and Other Information. Borrower Each Obligor will maintain maintain, and each Obligor will cause each Restricted Subsidiary to maintain, a system of accounts accounting established and administered in accordance with Generally Accepted Accounting Principles consistently appliedGAAP, and will accrue, and will cause each Restricted Subsidiary to accrue, all such liabilities as shall be required by GAAP. Borrower The Obligors will deliver to each Purchaser (in duplicate, unless such Purchaser has advised the Obligors otherwise), so long as such Purchaser shall be entitled to purchase Notes under this Agreement or cause such Purchaser or such Purchaser's nominee shall be the holder of any Notes, and to be delivered to Lender: Financial Reports -----------------each other institutional investor holding any Notes : (i) as soon as available and practicable, but in any event within forty-five (45) 60 days after the end of each of the first three (3) quarterly fiscal quarters of periods in each fiscal year of ParentStar Gas, consolidated (and consolidating financial statements (a) if the Restricted Subsidiaries constitute a Substantial Portion, then as to the Restricted Subsidiaries or (b) if the Restricted Subsidiaries do not constitute a Substantial Portion, but one or more Restricted Subsidiaries have outstanding Indebtedness owing to Persons other than Star Gas or any Restricted Subsidiary, or other than Star/Petro Intercompany Subordinated Debt, then as to such Restricted Subsidiaries, consolidating) balance sheets of Parent Star Gas and its the Restricted Subsidiaries (including, after the Merger, Borrower), including a balance sheet as of at the end of periodsuch period and the related consolidated (and, and as to statements of income operations and cash flows, if applicable and as appropriate, consolidating) statements of operations, partners' capital and cash flows of Star Gas and the Restricted Subsidiaries (A) for the period(ssuch period and (B) that have been included as part of the consolidated financial statement disclosure of Parent's SEC Form 10-Q filing, which (in the case only of the consolidated financial statements second and third quarterly periods) for the period from the beginning of Parent, have been reviewed by Parent's appointed independent accounting firm, along with statements of cash flows for that period. In connection with the delivery current fiscal year to the end of such quarterly financial statementsperiod, an officersetting forth in each case in comparative form the consolidated and, on behalf of Borrowerwhere applicable and as appropriate, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute and Even of Default, has occurred and is continuing or if in consolidating figures for the opinion of said individual an Event of Default or such an event has occurred and is continuing a statement as to the nature thereof and the action which Borrower proposes to take with respect thereto (the provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default and corresponding periods of the granting previous fiscal year, all in reasonable detail and certified by the principal financial officer of time the general partner of Star Gas as presenting fairly, in all material respects, the information contained therein (subject to curechanges resulting from normal year-end adjustments); , in accordance with GAAP applied on a basis consistent with prior fiscal periods, (ii) as soon as available and practicable, but in any event within one hundred twenty (120) 60 days after the end of each of the first three quarterly fiscal periods in each fiscal year of ParentStar Gas, consolidated and consolidating financial statements of Parent the type described in clause (includingi) but adjusted to show Petro Holdings as an investment of, after and not consolidated with, Star Gas, provided that delivery within the Mergertime period specified above of copies of the Public Partnership's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements hereof, Borrower)but only to the extent such reports otherwise satisfy the requirements of clause (i) and clause (ii) of this Section 7(a) (for purposes of this Section 7, including a balance sheet "Substantial Portion" shall mean that either (x) the book value of the assets of the Restricted Subsidiaries exceed 5% of the book value of the consolidated assets of Star Gas and the Restricted Subsidiaries, or (y) the Restricted Subsidiaries account of more than 5% of the Consolidated Net Income of Star Gas and the Restricted Subsidiaries, in each case in respect of the four fiscal quarters ended as of the end of such fiscal year and statements of income for the year(s) that have been included as part date of the consolidated applicable financial statement disclosure of Parent's SEC Form 10-K filingstatement, which in provided that, with respect to Star/Petro, (I) the case only book value of the consolidated financial statements common stock of Parent, have been audited by Parent's appointed independent accounting firm, Petro Holdings shall be excluded from the determination of Substantial Portion in clause (x) above and statements (II) the income of cash flow for that period. In connection with Petro Holdings shall be excluded from the delivery determination of such annual financial statements, an officer, on behalf of Borrower, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute an Event of Default, has occurred and is continuing or if Substantial Portion in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof clause (the provisions for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default or the granting of time to curey) above). (iii) within ten (10) days after filing thereof copies of all federal and state income tax returns for Parent. (iv) such financial information from Borrower as shall reasonably be requested by Lender. (v) as soon as reasonably practicable, upon reasonable request of Lender such other data and information (financial and otherwise) bearing upon or related to Borrower's financial condition, results of operations, assets and/or Borrower's projections of cash flow and profit and loss, all as Lender from time to time may reasonably request. (vi) within fifteen (15) days after the end of each calendar month, a list of the Borrower's aged accounts receivable and a complete list of Borrower's inventory duly certified by the chief financial officer of Borrower and such other information relating to Borrower's accounts receivable as Lender shall request at such times as Lender shall request upon such forms and using such procedures as Lender shall reasonably require.;

Accounting; Financial Statements and Other Information. Borrower will maintain a system of accounts established and administered in accordance with Generally Accepted Accounting Principles consistently applied. Borrower will deliver or cause to be delivered to Lender: Financial Reports -----------------Reports (i) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent, consolidated and consolidating financial statements of Parent and its Subsidiaries (including, after the Merger, Borrower), including a balance sheet as of the end of period, and statements of income for the period(s) that have been included as part of the consolidated financial statement disclosure of Parent's SEC Form 10-Q filing, which in the case only of the consolidated financial statements of Parent, have been reviewed by Parent's appointed independent accounting firm, along with statements of cash xx xxxh flows for that period. In connection with the delivery of such quarterly financial statements, an officer, on behalf of Borrower, will provide written representation that there is no knowledge of an knowledxx xx xx Event of Default or an event that with notice or lapse of time or both could constitute and Even of Default, has occurred and is continuing or if in the opinion of said individual an Event of Default or such an event has occurred and is continuing a statement as to the nature thereof and the action which Borrower proposes to take with respect thereto (the provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default and of the granting of time to cure); (ii) as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of Parent, consolidated and consolidating financial statements of Parent (including, after the Merger, Borrower), including a balance sheet as of the end of such fiscal year and statements of income for the year(s) that have been included as part of the consolidated financial statement disclosure of Parent's SEC Form 10-K filing, which in the case only of the consolidated financial statements of Parent, have been audited by Parent's appointed independent accounting firm, and statements of cash flow xxxx for that period. In connection with the delivery of such annual financial statements, an officer, on behalf of Borrower, will provide written representation that there is no knowledge of an knowledxx xx xx Event of Default or an event that with notice or lapse of time or both could constitute an Event of Default, has occurred and is continuing or if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof (the provisions for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default or the granting of time to cure). (iii) within ten (10) days after filing thereof copies of all federal and state income tax returns for Parent. (iv) such financial information from Borrower as shall reasonably be requested by Lender. (v) as soon as reasonably practicable, upon reasonable xxxxxxable request of Lender such other data and information (financial and otherwise) bearing upon or related to Borrower's financial condition, results of operations, assets and/or Borrower's projections of cash flow and profit and loss, all as Lender from time to time may reasonably request. (vi) within fifteen (15) days after the end of each calendar month, a list of the Borrower's aged accounts receivable and a complete list of Borrower's inventory duly certified by the chief financial officer of Borrower and such other information relating to Borrower's accounts receivable as Lender shall request at such times as Lender shall request upon such forms and using such procedures as Lender shall reasonably require.

Accounting; Financial Statements and Other Information. Borrower The Company will maintain maintain, and will cause each of its Subsidiaries to maintain, a system of accounts accounting established and administered in accordance with Generally Accepted Accounting Principles consistently appliedGAAP, and will accrue, and will cause each of its Subsidiaries to accrue, all such liabilities as shall be required by GAAP. Borrower The Company will deliver to you, so long as you or cause your nominee shall be the holder of any Notes, and to be delivered to Lender: Financial Reports -----------------each other Institutional Investor holding any Notes: (ia) as soon as available and practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarterly fiscal quarters of periods in each fiscal year of Parentthe Company, consolidated and consolidating financial statements balance sheets of Parent the Company and its Subsidiaries (includingexcept, after the Mergeras to consolidating balance sheets only, Borrower), including a balance sheet for inactive Subsidiaries) as of at the end of periodsuch period and the related consolidated (and, and as to statements of income income, consolidating, except for the period(sinactive Subsidiaries) that have been included as part statements of income, partners' capital and cash flows of the consolidated financial statement disclosure of Parent's SEC Form 10-Q filing, which Company and its Subsidiaries for such period and (in the case only of the consolidated financial statements second and third quarterly periods) for the period from the beginning of Parent, have been reviewed by Parent's appointed independent accounting firm, along with statements of cash flows for that period. In connection with the delivery current fiscal year to the end of such quarterly financial statementsperiod, an officersetting forth in each case in comparative form the consolidated and, on behalf of Borrowerwhere applicable, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute and Even of Default, has occurred and is continuing or if in consolidating figures for the opinion of said individual an Event of Default or such an event has occurred and is continuing a statement as to the nature thereof and the action which Borrower proposes to take with respect thereto (the provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default and corresponding periods of the granting previous fiscal year, all in reasonable detail and certified by the principal financial officer of time the General Partner as presenting fairly, in all material respects, the information contained therein (except for the absence of footnotes and subject to curechanges resulting from normal year-end adjustments), in accordance with GAAP; (iib) as soon as available and practicable, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of Parentthe Company, consolidated and consolidating balance sheets of the Company and its Subsidiaries (except, as to consolidating balance sheets only, for inactive Subsidiaries) as at the end of such year and the related consolidated (and, as to statements of income, consolidating, except for inactive Subsidiaries) statements of income, partners' capital and cash flows of the Company and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the consolidated and, where applicable, consolidating figures for the previous fiscal year, all in reasonable detail and (i) in the case of such consolidated financial statements, accompanied by a report thereon of Arthxx Xxxexxxx xx other independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with GAAP and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards then in effect in the United States of America, and, (ii) in the case of such consolidated and consolidating financial statements certified by the principal financial officer of Parent the General Partner as presenting fairly, in all material respects, the information contained therein (includingexcept, after in the Mergercase of such consolidating financial statements, Borrowerfor the absence of footnotes), including in accordance with GAAP; (c) together with each delivery of financial statements of the Company pursuant to subdivisions (a) and (b) of this ARTICLE VII, an Officers' Certificate of the Company (i) stating that the signers have reviewed the terms of this Agreement and the other Financing Documents, and have made, or caused to be made under their supervision, a balance sheet review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements, and that the signers do not have knowledge of the existence and continuance as at the date of such Officers' Certificate of any Default or Event of Default, or, if any of the signers have knowledge that any such Default or Event of Default then exists, specifying the nature and approximate period of existence thereof and what action the Company has taken or is taking or proposes to take with respect thereto, (ii) specifying the amount available at the end of such accounting period for Restricted Payments in compliance with SECTION 10.4 and showing in reasonable detail all calculations required in arriving at such amount, (iii) demonstrating in reasonable detail compliance at the end of such accounting period with the restrictions contained in SECTION 9.3 (calculation of any Excess Taking Proceeds), SECTION 10.1 (first sentence), SECTIONS 10.1(b), (d), (e) and (f), SECTION 10.3(c), SECTION 10.3(h), SECTION 10.4, SECTION 10.7(a)(ii), SECTION 10.7(a)(iii), SECTION 10.7(c)(ii) (calculation of any Excess Sale Proceeds) and SECTION 10.19, (iv) if not specified in the related financial statements being delivered pursuant to subdivisions (a) and (b) above, specifying the aggregate amount of interest paid or accrued by, and aggregate rental expenses of, the Company and its Subsidiaries, and the aggregate amount of depreciation, depletion and amortization charged on the books of the Company and its Subsidiaries, during the fiscal year period covered by such financial statements, and (v) if at the time of the delivery of such financial statements of income for the year(sCompany shall have any Unrestricted Subsidiaries, setting forth therein (or in an accompanying schedule) that have been included as part of the adjustments required to be made to indicate the consolidated financial statement disclosure position, cash flows and results of Parent's SEC Form 10-K filing, which in the case only operations of the Company and the Restricted Subsidiaries without regard to the financial position, cash flows or results of operations of such Unrestricted Subsidiaries; (d) together with each delivery of consolidated financial statements of Parentthe Company pursuant to subdivision (b) of this ARTICLE VII, a written statement by the independent public accountants giving the report thereon stating that they have been audited by Parent's appointed independent accounting firmreviewed the terms of this Agreement and the Notes and that, and statements of cash flow in making the audit necessary for that period. In connection with the delivery certification of such annual financial statements, an officer, on behalf of Borrower, will provide written representation that there is they have obtained no knowledge of an Event the existence and continuance as at the date of such written statement of any Default or an event that with notice or lapse of time or both could constitute an Event of Default, has occurred and is continuing or, if they have obtained knowledge that any Default or if in the opinion of such accounting firm such an Event of Default has occurred and is continuingthen exists, a statement as specifying, to the extent possible, the nature and approximate period of the existence thereof (the provisions for such a statement herein accountants, however, shall in no way not be construed as a consent liable to the existence anyone by reason of such an their failure to obtain knowledge of any Default or Event of Default which would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards then in effect in the United States of America); (e) promptly following the receipt and timely review thereof by the Company, copies of all reports submitted to the Company by independent public accountants in connection with each special, annual or interim audit of the books of the Company or any Subsidiary thereof made by such accountants, including without limitation the comment letter submitted by each such accountant to management in connection with their annual audit; (f) promptly upon their becoming publicly available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available by the Company or the granting Public Partnership to any of time its security holders in compliance with the Exchange Act, or any comparable Federal or state laws relating to curethe disclosure by any Person of information to its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by the Company or the Public Partnership with any securities exchange or with the Commission or any governmental authority succeeding to any of its functions (other than registration statements on Form S-8 and Annual Reports on Form 11-K). , (iii) within ten (10) days after filing thereof copies all press releases and other similar written statements made available by the Company or the Public Partnership to the public concerning material developments in the business of all federal the Company or the Public Partnership, as the case may be and state income tax returns for Parent. (iv) all reports, notices and other similar written statements sent or made available by the Company or the Public Partnership to any holder of its Indebtedness pursuant to the terms of any agreement, indenture or other instrument evidencing such financial Indebtedness, including without limitation the Credit Agreement and the Public Partnership Indenture, except to the extent the same substantive information from Borrower is already being sent to you or such Institutional Investor, as shall reasonably be requested by Lender.the case may be; (vg) as soon as reasonably practicable, and in any event within five Business Days after a Responsible Officer obtains knowledge that any Default or Event of Default has occurred, a written statement of such Responsible Officer setting forth details of such Default or Event of Default and the action which the Company has taken, is taking and proposes to take with respect thereto; (h) as soon as reasonably practicable, and in any event within five Business Days after a Responsible Officer obtains knowledge of (i) the occurrence of an adverse development with respect to any litigation or proceeding involving the Company or any of its Subsidiaries which in the reasonable judgment of the Company presents a reasonable likelihood of having a Material Adverse Effect or (ii) the commencement of any litigation or proceeding involving the Company or any of its Subsidiaries which in the reasonable judgment of the Company presents a reasonable likelihood of having a Material Adverse Effect, a written notice of such Responsible Officer describing in reasonable detail such commencement of, or adverse development with respect to, such litigation or proceeding; (i) as soon as reasonably practicable, and in any event within five Business Days after a Responsible Officer obtains knowledge that any of the events or conditions specified below with respect to any Plan has occurred or exists, or is expected to occur or exist, and that such event or condition has resulted, or in the opinion of the principal financial officer of the General Partner, is expected to result, in a Material Adverse Effect, a statement setting forth details respecting such event or condition and the action, if any, that the Company or any Related Person has taken, is taking or proposes to take or cause to be taken with respect thereto (and a copy of any notice, report or other written communication filed with or given to or received from the PBGC, the Internal Revenue Service or the Department of Labor with respect to such event or condition): (i) any reportable event, as defined in Section 4043(b) of ERISA and the regulations issued thereunder; (ii) the filing under Section 4041 of ERISA of a notice of intent to terminate any Plan or the termination of any Plan; (iii) a substantial cessation of operations within the meaning of Section 4062(e) of ERISA under circumstances which could result in the treatment of the Company or any Related Person as a substantial employer under a "multiple employer plan" or the application of the provisions of Section 4062, 4063 or 4064 of ERISA to the Company or any Related Person; (iv) the institution by the 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 the Company or any Related Person of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; (v) the complete or partial withdrawal by the Company or any Related Person under Section 4063, 4203 or 4205 of ERISA from a Plan which is a "multiple employer plan" or a Multiemployer Plan, or the receipt by the Company or any Related Person of notice from a Multiemployer Plan that it intends to impose withdrawal liability on the Company or any Related Person or that it is in reorganization or is insolvent within the meaning of Section 4241 or 4245 of ERISA or that it intends to terminate under Section 4041A of ERISA or from a "multiple employer plan" that it intends to terminate; (vi) the institution of a proceeding against the Company or any Related Person to enforce Section 515 of ERISA; (vii) the occurrence or existence of any event or series of events which could be expected to result in a liability to the Company or any Related Person pursuant to Section 4069(a) or 4212(c) of ERISA; (viii) the failure to make a contribution to any Plan, which failure, either alone or when taken together with any other such failure, is sufficient to result in the imposition of a lien on any property of the Company or any Related Person pursuant to Section 302(f) of ERISA or Section 412(n) of the Code; (ix) the amendment of any Plan in a manner which would be treated as a termination of such Plan under Section 4041(e) of ERISA or require the Company or any Related Person to provide security to such Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code; or (x) the incurrence of liability in connection with the occurrence of a "prohibited transaction" (within the meaning of Section 406 of ERISA or Section 4975 of the Code); (j) as soon as reasonably practicable, and in any event within five Business Days after a Responsible Officer obtains knowledge of a violation or alleged violation of any Environmental Law or the presence or release of any Hazardous Substance within, on, from, relating to or affecting any property, which in the reasonable judgment of the Company presents a reasonable likelihood of having a Material Adverse Effect, notice thereof, and upon request, copies of relevant documentation, provided, however, no such notice is required with respect to matters for which notice has previously been provided pursuant to this SECTION 7(j); (k) within 15 days after being approved by the governing body of the Company, an annual operating forecast for each fiscal year; (l) as soon as reasonably practicable, and in any event within five Business Days after a Responsible Officer obtains knowledge that the holder of any Note has given any notice to the Company or any Subsidiary thereof or taken any other action with respect to a claimed Default or Event of Default under this Agreement or any Other Agreements, or that any Person has given any notice to the Company or any such Subsidiary or taken any other action with respect to a claimed default or event or condition of the type referred to in SECTION 11(f), a written statement of such Responsible Officer describing such notice or other action in reasonable request of Lender detail and the action which the Company has taken, is taking and proposes to take with respect thereto; and (m) with reasonable promptness, such other information and data and information (financial and otherwiseor other) bearing upon with respect to the Company or related to Borrower's financial condition, results any of operations, assets and/or Borrower's projections of cash flow and profit and loss, all its Subsidiaries as Lender from time to time may be reasonably requestrequested. (vi) within fifteen (15) days after the end of each calendar month, a list of the Borrower's aged accounts receivable and a complete list of Borrower's inventory duly certified by the chief financial officer of Borrower and such other information relating to Borrower's accounts receivable as Lender shall request at such times as Lender shall request upon such forms and using such procedures as Lender shall reasonably require.

Accounting; Financial Statements and Other Information. Borrower will maintain a system of accounts established and administered in accordance with Generally Accepted Accounting Principles consistently applied. Borrower will deliver or cause to be delivered to Lender: Financial Reports FINANCIAL REPORTS ----------------- (i) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent, consolidated and consolidating financial statements of Parent and its Subsidiaries (including, after the Merger, Borrower), Borrower including a balance sheet as of the end of period, and statements of income for the period(s) that have been included as part of the consolidated financial statement disclosure of ParentBorrower's SEC Form 10-Q filing, filing which in the case only of the consolidated financial statements of Parent, have has been reviewed by ParentBorrower's appointed independent accounting firm, along with statements of cash flows for that period. In connection with the delivery of such quarterly financial statementsstatements presented by the Borrower, an officer, on behalf of the Borrower, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute and Even of Default, has occurred and is continuing or if in the opinion of said individual an Event of Default or such an event has occurred and is continuing a statement as to the nature thereof and the action which the Borrower proposes propose to take with respect thereto (the provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default and of the granting of time to cure); (ii) as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of Parentyear, consolidated and consolidating financial statements of Parent (including, after the Merger, Borrower), Borrower including a balance sheet as of the end of such the fiscal year year, and statements of income for the year(s) that have been included as part of the consolidated financial statement disclosure of ParentBorrower's SEC Form 10-K filing, filing and which in the case only of the consolidated financial statements of Parent, have has been audited by ParentBorrower's appointed independent accounting firm, and statements of cash flow for that period. In connection with the delivery of such annual financial statementsstatements presented by the Borrower, an officer, on behalf of Borrower, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute an Event of Default, has occurred and is continuing or if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof (the provisions for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default or the granting of time to cure). (iii) within ten (10) days after of filing thereof copies of all federal and state income tax returns for ParentBorrower. (iv) such financial information from Borrower as shall reasonably be requested by Lender. (v) as soon as reasonably practicable, upon reasonable request of Lender such other data and information (financial and otherwise) bearing upon or related to Borrower's financial condition, results of operations, assets and/or Borrower's projections of cash flow and profit and loss, all as Lender from time to time time, may reasonably request. (vi) within fifteen (15) days after the end of each calendar month, a list of the Borrower's aged accounts receivable and a complete list of Borrower's its inventory duly certified by the chief financial officer of Borrower and such other information relating to Borrower's accounts receivable Accounts as Lender shall request at such times as Lender shall request upon such forms and using such procedures as Lender shall reasonably require.

Accounting; Financial Statements and Other Information. Borrower The Company will maintain a system of accounts accounting established and administered in accordance with Generally Accepted Accounting Principles consistently appliedgenerally accepted accounting principles and will set aside on its books all such proper reserves as shall be required by generally accepted accounting principles. Borrower The Company will deliver to you, so long as you shall be entitled to purchase Bonds under this Agreement or cause to you or your nominee shall be delivered to Lender: Financial Reports -----------------the holder of any Bonds: (ia) as soon as available and in any event within forty-five (45) 60 days after the end of each of the first three (3) quarterly fiscal quarters of periods in each fiscal year of Parentthe Company, a consolidated and consolidating financial statements of Parent and its Subsidiaries (including, after the Merger, Borrower), including a balance sheet of the Company its consolidated Subsidiaries as of at the end of period, such period and the related consolidated statements of income for the period(s) that have been included as part and cash flow, of the Company and its consolidated financial statement disclosure of Parent's SEC Form 10-Q filing, which Subsidiaries for such period and (in the case only of the consolidated financial statements second and third quarterly periods) for the period from the beginning of Parent, have been reviewed by Parent's appointed independent accounting firm, along with statements of cash flows for that period. In connection with the delivery current fiscal year to the end of such quarterly financial statementsperiod, an officer, on behalf of Borrower, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute and Even of Default, has occurred and is continuing or if setting forth in each case in comparative form the opinion of said individual an Event of Default or such an event has occurred and is continuing a statement as to consolidated figures for the nature thereof and the action which Borrower proposes to take with respect thereto (the provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default and corresponding periods of the granting previous fiscal year, all in reasonable detail and certified principal financial officer of time the Company as presenting fairly, in accordance with generally accepted accounting principles applied (except as specifically set forth therein) basis consistent with such prior fiscal periods, the information contained therein, subject to cure)changes resulting from normal year-end and audit adjustments; (iib) as soon as available and in any event within one hundred twenty (120) 120 days after the end of each fiscal year of Parentthe Company, a consolidated and consolidating financial statements of Parent (including, after the Merger, Borrower), including a balance sheet of the Company and its consolidated Subsidiaries as of at the end of such fiscal year and the related consolidated statements of income and cash flow of the Company and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the consolidated figures for the year(s) that have been included previous fiscal year, all in reasonable detail and accompanied by the report thereon, not qualified as part a result of limitations imposed by the Company on the scope of the consolidated audit or as a result of nonconformity with generally accepted accounting principles or auditing standards insofar as may be required by rule or order of any regulatory body having jurisdiction over the Company, of Deloitte & Touche or other independent accountants of recognized national standing selected by the Company; (c) together with each delivery of financial statement disclosure statements pursuant to subdivisions (a) and (b) of Parent's SEC Form 10-K filingthis section 7, which an Officers’ Certificate stating that the signers have reviewed the terms of this Agreement, the Indenture and the Bonds and have made, or caused to be made under their supervision, a review in the case only reasonable detail of the consolidated transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of Parent, have been audited by Parent's appointed independent such accounting firmperiod, and statements of cash flow for that period. In connection with the delivery of such annual financial statements, an officer, on behalf of Borrower, will provide written representation that there is no signers do not have knowledge of an Event the existence as at the date of Default the Officers’ Certificate, of any condition or an event (specifically including any condition or event that with would violate the provisions of section 1.04 of the Eighteenth Supplemental Indenture) which constitutes or which, after notice or lapse of time or both could both, will constitute an Event of Default, has occurred and is continuing or if a “default” (as defined in the opinion Indenture), or, if any such condition or event exists, specifying the nature and period of existence thereof and what action the Company has taken or is taking or proposes to take with respect thereto; (d) together with each delivery of consolidated financial statements pursuant to subdivision (b) of this section 7, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and of the Indenture and the Bonds relate to accounting matters and (ii) stating whether, in the course of their audit examination, they obtained knowledge (and whether, as of the date of such accounting firm such an Event written statement, they have knowledge) of Default has occurred and is continuing, a statement as to the nature thereof (the provisions for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default any condition or the granting event which constitutes or, with or without notice or lapse of time to cureor both, will, constitute a “default” (as defined in the Indenture)., and, if so, specifying the nature and period of existence thereof; (iiie) within ten (10) days after filing thereof promptly upon receipt thereof, copies of all federal reports submitted to the Company by independent public accountants in connection with each annual, interim special audit of the books of the Company or any Subsidiary made by such accountants (excluding confidential management reports and state income tax returns for Parent.any letters, not made available publicly, from the Company’s independent public accountants to management commenting upon the Company’s internal accounting controls); (ivf) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by the Company to its public security holders, of all regular and periodic reports and all registration statements and prospectuses (other than any registration statement or prospectus relating to (i) the offering of securities of the Company to stockholders of the Company pursuant to any dividend reinvestment and stock purchase plan or (ii) the offering of securities of the Company or of interests in an employee benefit plan to employees of the Company or any Subsidiary) filed by the Company or any Subsidiary with the Commission or any governmental authority succeeding to any of its functions (other than any of the foregoing or any portion thereof as to which the Company shall have requested confidential treatment from the Commission, unless and until the Commission shall have denied such financial information from Borrower as shall reasonably be requested request) and of all press releases and other statements made available generally by Lender.the Company to the public concerning material developments in the business of the Company and its Subsidiaries; (vg) as soon as reasonably practicablewith reasonable promptness, upon reasonable request of Lender such other information and data and information (financial and otherwise) bearing upon with to respect to the Company or related to Borrower's financial condition, results any of operations, assets and/or Borrower's projections of cash flow and profit and loss, all its Subsidiaries as Lender from time to time may be reasonably requested; and (h) with reasonable promptness, copies of all certificates, reports and other documents and information delivered by the Company or that the Company causes to be delivered to the Trustee customarily or periodically or pursuant to section 9.06(b), or 9.09 of the Indenture or that you may reasonably request. (vi) within fifteen (15) days after the end of each calendar month, a list of the Borrower's aged accounts receivable and a complete list of Borrower's inventory duly certified by the chief financial officer of Borrower and such other information relating to Borrower's accounts receivable as Lender shall request at such times as Lender shall request upon such forms and using such procedures as Lender shall reasonably require.

Accounting; Financial Statements and Other Information. Borrower will maintain a system of accounts established and administered in accordance with Generally Accepted Accounting Principles consistently applied. Borrower will deliver or cause to be delivered to Lender: Financial Reports -----------------Reports (i) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent, consolidated and consolidating financial statements of Parent and its Subsidiaries (including, after the Merger, Borrower), including a balance sheet as of the end of period, and statements of income for the period(s) that have been included as part of the consolidated financial statement disclosure of Parent's SEC Form 10-Q filing, which in the case only of the consolidated financial statements of Parent, have been reviewed by ParentXxxxxx's appointed independent accounting firm, along with statements of cash flows for that period. In connection with the delivery of such quarterly financial statements, an officer, on behalf of BorrowerXxxxxxxx, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute and Even of Default, has occurred and is continuing or if in the opinion of said individual an Event of Default or such an event has occurred and is continuing a statement as to the nature thereof and the action which Borrower proposes to take with respect thereto (the provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default and of the granting of time to cure); (ii) as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of Parent, consolidated and consolidating financial statements of Parent (including, after the Merger, Borrower), including a balance sheet as of the end of such fiscal year and statements of income for the year(s) that have been included as part of the consolidated financial statement disclosure of Parent's SEC Form 10-K filing, which in the case only of the consolidated financial statements of Parent, have been audited by ParentXxxxxx's appointed independent accounting firm, and statements of cash flow for that period. In connection with the delivery of such annual financial statements, an officer, on behalf of BorrowerXxxxxxxx, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute an Event of Default, has occurred and is continuing or if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof (the provisions for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default or the granting of time to cure). (iii) within ten (10) days after filing thereof copies of all federal and state income tax returns for Parent. (iv) such financial information from Borrower as shall reasonably be requested by LenderXxxxxx. (v) as soon as reasonably practicable, upon reasonable request of Lender such other data and information (financial and otherwise) bearing upon or related to Borrower's financial condition, results of operations, assets and/or Borrower's projections of cash flow and profit and loss, all as Lender from time to time may reasonably request. (vi) within fifteen (15) days after the end of each calendar month, a list of the Borrower's aged accounts receivable and a complete list of Borrower's inventory duly certified by the chief financial officer of Borrower and such other information relating to Borrower's accounts receivable as Lender shall request at such times as Lender shall request upon such forms and using such procedures as Lender shall reasonably require.

Accounting; Financial Statements and Other Information. Borrower will shall maintain a system of accounts established and administered in accordance with Generally Accepted Accounting Principles GAAP and practices consistently applied. Borrower will shall deliver or cause to be delivered to Lender: Financial Reports -----------------: (i) as As soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent, consolidated and consolidating financial statements of Parent and its Subsidiaries (including, Fiscal Quarter after the Mergerdate hereof, Borrower), including a balance sheet of the Borrower, in consolidating and consolidated form, as of the end of such period, and statements a statement of income and retained earnings of the Borrower, in consolidated form, for the period(s) that have been included as part period commencing at the end of the consolidated previous Fiscal Year and ending with the end of such quarter, all in reasonable detail, and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with GAAP and fairly presenting the financial position and results of operations of the Borrower for such period, together with a statement disclosure of Parent's SEC Form 10-Q filing, which such individual preparing such statements to the effect that in the case only course of the consolidated financial statements of Parent, have been reviewed by Parent's appointed independent accounting firm, along with statements of cash flows for that period. In connection with the delivery preparation of such quarterly financial statements, an officer, on behalf of Borrower, will provide written representation that there is statements said individual has gained no knowledge of an that a Default or Event of Default or an event that with notice or lapse of time or both could constitute and Even of Default, has occurred and is continuing or if or, if, in the opinion of said individual an individual, a Default or Event of Default or such an event has occurred and is continuing continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto (the provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default and of nor the granting of time to cure);. In addition, said preparer shall complete and forward to Lender together with such financial statements the completed Covenant Compliance Certificate in the form attached hereto as Exhibit E. (ii) as As soon as available and in any event within one hundred twenty ninety (12090) days after the end of each fiscal Fiscal Year of the Borrower, a copy of the annual audited report for such year of Parent, consolidated and consolidating financial statements of Parent (including, after for the Merger, Borrower), including therein, a balance sheet of the Borrower as of the end of such fiscal year Fiscal Year and statements a statement of income for the year(s) that have been included as part income, retained earnings and statement of changes in financial position of the Borrower for such Fiscal Year, in each case on a consolidated basis, and in each case "Certified" by a firm of independent certified public accountants selected by the Borrower but acceptable to Lender, together with the unqualified opinion of such accounting firm to Lender stating that the financial statement disclosure statements audited by such firm present fairly, in all material respects, the financial position of Parent's SEC Form 10-K filing, which in the case only Borrower as of the consolidated date of such financial statements and the results of Parent, have been audited by Parent's appointed independent accounting firm, its operations and statements of its cash flow for that period. In connection the Fiscal Year then ended, all in conformity with GAAP, together with the delivery certificate of such annual financial statementsaccounting firm that, an officer, on behalf in the course of its audit of Borrower, will provide written representation that there is it has obtained no knowledge of an that a Default or Event of Default or an event that with notice or lapse of time or both could constitute an Event of Default, has occurred and is continuing or if if, in the opinion of such accounting firm such an firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof (the provisions provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default or nor the granting of time to cure)) and together with the Management Letter (so called) of such firm and Borrower's written response thereto detailing actions to be taken relating to matters discussed in said Management Letter, and together with a completed Covenant Compliance Certificate. In addition, Borrower shall provide all financial statements for the Insurance Subsidiaries required by the laws of any jurisdiction in which the Insurance Subsidiary conducted business. (iii) within ten (10) days after filing thereof copies of all federal and state income tax returns for Parent. (iv) such financial information from Borrower as shall reasonably be requested by Lender. (v) as soon as reasonably practicable, upon reasonable request of Lender such Such other data and information (financial and otherwise) bearing upon or related to the Borrower's or the Guarantor's financial condition, results of operationsoperations or assets, assets and/or Borrower's projections of cash flow and profit and loss, all as Lender from time to time may reasonably request. (vi) within fifteen (15) days after the end of each calendar month, a list of the Borrower's aged accounts receivable and a complete list of Borrower's inventory duly certified by the chief financial officer of Borrower and such other information relating to Borrower's accounts receivable as Lender shall request at such times as Lender shall request upon such forms and using such procedures as Lender shall reasonably require.

Accounting; Financial Statements and Other Information. Borrower will maintain a system of accounts established and administered in accordance with Generally Accepted Accounting Principles consistently applied. Borrower will deliver or cause to be delivered to Lender: Financial Reports -----------------: (i) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent, consolidated and consolidating financial statements of Parent and its Subsidiaries (including, after the Merger, Borrower), including a balance sheet as of the end of period, and statements of income for the period(s) that have been included as part of the consolidated financial statement disclosure of Parent's ’s SEC Form 10-Q filing, which in the case only of the consolidated financial statements of Parent, have been reviewed by Parent's ’s appointed independent accounting firm, along with statements of cash flows for that period. In connection with the delivery of such quarterly financial statements, an officer, on behalf of Borrower, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute and Even of Default, has occurred and is continuing or if in the opinion of said individual an Event of Default or such an event has occurred and is continuing a statement as to the nature thereof and the action which Borrower proposes to take with respect thereto (the provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default and of the granting of time to cure); (ii) as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of Parent, consolidated and consolidating financial statements of Parent (including, after the Merger, Borrower), including a balance sheet as of the end of such fiscal year and statements of income for the year(s) that have been included as part of the consolidated financial statement disclosure of Parent's ’s SEC Form 10-K filing, which in the case only of the consolidated financial statements of Parent, have been audited by Parent's ’s appointed independent accounting firm, and statements of cash flow for that period. In connection with the delivery of such annual financial statements, an officer, on behalf of Borrower, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute an Event of Default, has occurred and is continuing or if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof (the provisions for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default or the granting of time to cure). (iii) within ten (10) days after filing thereof copies of all federal and state income tax returns for Parent. (iv) such financial information from Borrower as shall reasonably be requested by Lender. (v) as soon as reasonably practicable, upon reasonable request of Lender such other data and information (financial and otherwise) bearing upon or related to Borrower's ’s financial condition, results of operations, assets and/or Borrower's ’s projections of cash flow and profit and loss, all as Lender from time to time may reasonably request. (vi) within fifteen (15) days after the end of each calendar month, a list of the Borrower's ’s aged accounts receivable and a complete list of Borrower's ’s inventory duly certified by the chief financial officer of Borrower and such other information relating to Borrower's ’s accounts receivable as Lender shall request at such times as Lender shall request upon such forms and using such procedures as Lender shall reasonably require.

Accounting; Financial Statements and Other Information. Borrower Holding will maintain maintain, and will cause each of its Subsidiaries to maintain, a system of accounts accounting established and administered in accordance with Generally Accepted Accounting Principles consistently appliedgenerally accepted accounting principles, and will accrue, and will cause each of its Subsidiaries to accrue, all such liabilities as shall be required by generally accepted accounting principles. Borrower The Company will deliver (in duplicate) to you, so long as you shall be entitled to purchase Notes and Warrants under this Agreement or cause you or your nominee shall be the holder of any Notes or Warrants, and to be delivered to Lender: Financial Reports -----------------each other institutional holder of any Notes or Warrants: (ia) as soon as available and in any event within forty-five (45) 45 days after the end of each of the first three (3) quarterly fiscal quarters of periods in each fiscal year of ParentHolding, consolidated and consolidating financial statements balance sheets of Parent Holding and its Subsidiaries (including, after the Merger, Borrower), including a balance sheet as of at the end of periodsuch period and the related consolidated (and, and as to statements of income and cash flows, consolidating) statements of income, stockholders' equity and cash flows of Holding and its Subsidiaries for the period(s) that have been included as part of the consolidated financial statement disclosure of Parent's SEC Form 10-Q filing, which such period and (in the case only of the consolidated financial statements second and third quarterly periods) for the period from the beginning of Parent, have been reviewed by Parent's appointed independent accounting firm, along with statements of cash flows for that period. In connection with the delivery current fiscal year to the end of such quarterly financial statementsperiod, an officer, on behalf of Borrower, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute setting forth in each case in comparative form the consolidated and Even of Default, has occurred and is continuing or if in (where applicable) consolidating figures for the opinion of said individual an Event of Default or such an event has occurred and is continuing a statement as to the nature thereof and the action which Borrower proposes to take with respect thereto (the provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default and corresponding periods of the granting previous fiscal year, all in reasonable detail and certified by a principal financial officer of time Holding as presenting fairly, in accordance with generally accepted accounting principles (except for the absence of notes thereto) applied (except as specifically set forth therein) on a basis consistent with such prior fiscal periods, the information contained therein, subject to cure)changes resulting from normal year-end audit adjustments; (iib) as soon as available and in any event within one hundred twenty (120) 90 days after the end of each fiscal year of ParentHolding, consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such year and the related consolidated (and, as to statements of income and cash flows, consolidating) statements of income, stockholders' equity and cash flows of Holding and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the consolidated and (where applicable) consolidating figures for the previous fiscal year, all in reasonable detail and (i) in the case of such consolidated financial statements, accompanied by a report thereon of Xxxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standing selected by the Company (and reasonably satisfactory to you, so long as you shall be entitled to purchase Notes and Warrants under this Agreement or you or your nominee shall be the holder of any of the Notes or Warrants, and to the holder or holders of at least 66 2/3% in principal amount of the Notes then outstanding) (subject to section 15.4), which report shall state that such consolidated financial statements present fairly the financial position of Parent Holding and its subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted standards and (ii) in the case of such consolidating financial statements, certified by a principal financial officer of Holding as presenting fairly, in accordance with generally accepted accounting principles applied (except as specifically set forth therein) on a basis consistent with such prior fiscal periods, the information contained therein; (c) together with each delivery of financial statements pursuant to subdivisions (a) and (b) of this section 7.1, an Officers' Certificate of Holding (i) stating that the signers have reviewed the terms of this Agreement and of the Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Holding and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of the Officers' Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Holding or the Company has taken or is taking or proposes to take with respect thereto, (ii) specifying the amount available at the end of such accounting period for Restricted Payments in compliance with section 10.4 and showing in reasonable detail all calculations required in arriving at such amount, and (iii) demonstrating -n reasonable detail compliance during and at the end of such accounting period with the restrictions contained in sections 10.1 through 10.6; (d) together with each delivery of financial statements pursuant to subdivision (b) of this section 7.1, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and of the Notes and that such review is sufficient to enable them to make the statement referred to in clause (iii) of this subdivision (d) (it being understood that no special audit procedures, other than those required by generally accepted auditing standards, shall be required), (ii) stating whether, in the course of their audit examination, they obtained knowledge (and whether, as of the date of such written statement, they have knowledge) of the existence of any condition or event which constitutes an Event of Default or Potential Event of Default, and, if so, specifying the nature and period of existence thereof, and (iii) stating that they have examined the Officers' Certificate delivered in connection therewith pursuant to subdivision (c) of this section 7.1 and that the matters set forth in such Officers' Certificate pursuant to clauses (ii) and (iii) of such subdivision (c) have been properly stated in accordance with the terms of this Agreement; (e) in addition to the financial statements required by subdivisions (a) and (b) of this section 7.1, within 30 days after the end of each month, consolidated balance sheets of Holding and its Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders' equity and cash flows of Holding and its Subsidiaries for such month and (in the case of the second through twelfth month of the fiscal year) for the period from the beginning of the current fiscal year to the end of such month, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by a principal financial officer of Holding as presenting fairly, in accordance with generally accepted accounting principles (except as specifically set forth therein) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments; (f) at least fifteen days prior to the commencement of each fiscal year commencing with the 1996 fiscal year, financial forecasts and budgets for such fiscal year (including consolidated and consolidating balance sheets, income statements and statements of cash flows), setting forth the principal assumptions upon which such forecasts and budgets are based; (g) promptly upon receipt thereof, copies of all reports submitted to any of the GMH Companies by independent public accountants in connection with each annual, interim or special audit of the books of the Company or any Subsidiary made by such accountants, including, without limitation, the comment letter submitted by such accountants to management in connection with their annual audit; (h) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by any of the GMH Companies to its security holders or by any Subsidiary to its security holders other than the Company or another Subsidiary, of all regular and periodic reports and all registration statements and prospectuses filed by any of the GMH Companies or any Subsidiary with any securities exchange or with the Securities and Exchange Commission or any governmental authority succeeding to any of its functions, and of all press releases and other statements made available generally by any of the GMH Companies or any Subsidiary to the public concerning material developments in the business of the GMH Companies or their Subsidiaries; (i) immediately upon any principal officer of any of the GMH Companies or any other officer of any of the GMH Companies involved in their financial administration obtaining knowledge of any condition or event which constitutes an Event of Default or Potential Event of Default, or that the holder of any Note has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement or that any Person has given any notice to the any GMH Company or any Subsidiary or taken any other action with respect to a claimed default or event or condition of the type referred to in section 11(f) or (g), an Officers' Certificate describing the same and the period of existence thereof and what action the GMH Companies have taken, are taking and propose to take with respect thereto; (j) immediately upon any principal officer of any of the GMH Companies or any other officer of the GMH Companies involved in their financial administration obtaining knowledge of the occurrence of any (i) "reportable event," as such term is defined in section 4043 of ERISA, or (ii) "prohibited transaction," as such term is defined in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the GMH Companies have taken, are taking and propose to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto, provided that, with respect to the occurrence of any "reportable event" as to which the PBGC has waived the 30-day reporting requirement, such written notice need be given only at the time notice is given to the PBGC; (k) within ninety days after the Mergerend of each fiscal year of Holding, Borrower), including a balance sheet an Officers' Certificate of holding setting forth in reasonable detail the amount of the Company's Repurchase Obligations as of the end of such fiscal year and statements of income for the year(s) amount of, and the circumstances relating to, any payments that have been included as part were required to be made during such fiscal year in respect of the consolidated Repurchase obligations; and (l) with reasonable promptness, such other financial statement disclosure of Parent's SEC Form 10-K filing, which in the case only of the consolidated financial statements of Parent, have been audited by Parent's appointed independent accounting firm, reports and statements of cash flow for that period. In connection information and data with the delivery of such annual financial statements, an officer, on behalf of Borrower, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute an Event of Default, has occurred and is continuing or if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as respect to the nature thereof (the provisions for such a statement herein shall in no way be construed GMH Companies or any of their Subsidiaries as a consent to the existence of such an Event of Default or the granting of time to cure). (iii) within ten (10) days after filing thereof copies of all federal and state income tax returns for Parent. (iv) such financial information from Borrower as shall reasonably be requested by Lender. (v) as soon as reasonably practicable, upon reasonable request of Lender such other data and information (financial and otherwise) bearing upon or related to Borrower's financial condition, results of operations, assets and/or Borrower's projections of cash flow and profit and loss, all as Lender from time to time may be reasonably requestrequested by any holder of Notes. (vi) within fifteen (15) days after the end of each calendar month, a list of the Borrower's aged accounts receivable and a complete list of Borrower's inventory duly certified by the chief financial officer of Borrower and such other information relating to Borrower's accounts receivable as Lender shall request at such times as Lender shall request upon such forms and using such procedures as Lender shall reasonably require.

Accounting; Financial Statements and Other Information. Borrower will shall maintain a system of accounts established and administered in accordance with Generally Accepted Accounting Principles GAAP and practices consistently applied. Borrower will shall deliver or cause to be delivered to Lender: Financial Reports -----------------Lenders: (i) as i. As soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent, consolidated and consolidating financial statements of Parent and its Subsidiaries (including, Fiscal Quarter after the Mergerdate hereof, Borrower), including a balance sheet of the Borrower, in consolidating and consolidated form, as of the end of such period, and statements a statement of income and retained earnings of the Borrower, in consolidated form, for the period(s) that have been included as part period commencing at the end of the consolidated previous Fiscal Year and ending with the end of such quarter, all in reasonable detail, and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with GAAP and fairly presenting the financial position and results of operations of the Borrower for such period, together with a statement disclosure of Parent's SEC Form 10-Q filing, which such individual preparing such statements to the effect that in the case only course of the consolidated financial statements of Parent, have been reviewed by Parent's appointed independent accounting firm, along with statements of cash flows for that period. In connection with the delivery preparation of such quarterly financial statements, an officer, on behalf of Borrower, will provide written representation that there is statements said individual has gained no knowledge of an that a Default or Event of Default or an event that with notice or lapse of time or both could constitute and Even of Default, has occurred and is continuing or if or, if, in the opinion of said individual an individual, a Default or Event of Default or such an event has occurred and is continuing continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto (the provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default and of nor the granting of time to cure);. In addition, said preparer shall complete and forward to Lender together with such financial statements the completed Covenant Compliance Certificate in the form attached hereto as EXHIBIT K attached hereto. (ii) as . As soon as available and in any event within one hundred twenty ninety (12090) days after the end of each fiscal Fiscal Year of the Borrower, a copy of the annual audited report for such year of Parent, consolidated and consolidating financial statements of Parent (including, after for the Merger, Borrower), including therein, a balance sheet of the Borrower as of the end of such fiscal year Fiscal Year and statements a statement of income for the year(s) that have been included as part income, retained earnings and statement of changes in financial position of the Borrower for such Fiscal Year, in each case on a consolidated basis, and in each case "Certified" by a firm of independent certified public accountants selected by the Borrower but acceptable to Lenders, together with the unqualified opinion of such accounting firm to Lenders stating that the financial statement disclosure statements audited by such firm present fairly, in all material respects, the financial position of Parent's SEC Form 10-K filing, which in the case only Borrower as of the consolidated date of such financial statements and the results of Parent, have been audited by Parent's appointed independent accounting firm, its operations and statements of its cash flow for that period. In connection the Fiscal Year then ended, all in conformity with GAAP, together with the delivery certificate of such annual financial statementsaccounting firm that, an officer, on behalf in the course of its audit of Borrower, will provide written representation that there is it has obtained no knowledge of an that a Default or Event of Default or an event that with notice or lapse of time or both could constitute an Event of Default, has occurred and is continuing or if if, in the opinion of such accounting firm such an firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof (the provisions provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default or nor the granting of time to cure)) and together with the Management Letter (so called) of such firm and Borrower's written response thereto detailing actions to be taken relating to matters discussed in said Management Letter, and together with a completed Covenant Compliance Certificate. In addition, Borrower shall provide all financial statements for the Insurance Subsidiaries required by the laws of any jurisdiction in which the Insurance Subsidiary conducted business. iii. As soon as available and in any event within forty-five (iii) within ten (1045) days after filing thereof the end of each Fiscal Quarter after the date hereof copies of the statutory statements and contract status reports for Borrower, Guarantor and all federal and state income tax returns for ParentSubsidiaries. (iv) such financial information from . Annually, an actuarial opinion of reserves by a firm of independent certified public accountants selected by the Borrower as shall reasonably be requested by Lenderbut acceptable to Lenders. (v) as soon as reasonably practicable, upon reasonable request of Lender such v. Such other data and information (financial and otherwise) bearing upon or related to the Borrower's or the Guarantor's financial condition, results of operationsoperations or assets, assets and/or Borrower's projections of cash flow and profit and loss, all as Lender Lenders from time to time may reasonably request. (vi) within fifteen (15) days after the end of each calendar month, a list of the Borrower's aged accounts receivable and a complete list of Borrower's inventory duly certified by the chief financial officer of Borrower and such other information relating to Borrower's accounts receivable as Lender shall request at such times as Lender shall request upon such forms and using such procedures as Lender shall reasonably require.

Accounting; Financial Statements and Other Information. Borrower and Guarantors will maintain a system of accounts established and administered in accordance with Generally Accepted Accounting Principles consistently applied. Borrower and each Guarantor will deliver or cause to be delivered to Lender: Financial Reports FINANCIAL REPORTS ----------------- (i) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent, consolidated and consolidating financial statements of Parent and its Subsidiaries (including, after the Merger, Borrower), Borrower including a balance sheet as of the end of period, and statements of income for the period(s) that have been included as part of the consolidated financial statement disclosure of Parent's the SEC Form 10-Q filing, filing of Borrower's parent TAG which in the case only of the consolidated financial statements of Parent, have has been reviewed by ParentBorrower's appointed independent accounting firm, along with statements of cash flows for that period. In connection with the delivery of such quarterly financial statementsstatements presented by the Borrower, an officer, on behalf of the Borrower, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute and Even of Default, has occurred and is continuing or if in the opinion of said individual an Event of Default or such an event has occurred and is continuing a statement as to the nature thereof and the action which the Borrower proposes propose to take with respect thereto (the provision for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default and of the granting of time to cure); (ii) as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of Parentyear, consolidated and consolidating financial statements of Parent (including, after the Merger, Borrower), Borrower including a balance sheet as of the end of such the fiscal year year, and statements of income for the year(s) that have been included as part of the consolidated financial statement disclosure of Parent's the SEC Form 10-K filing, filing for Borrower's parent TAG and which in the case only of the consolidated financial statements of Parent, have has been audited by ParentBorrower's appointed independent accounting firm, and statements of cash flow for that period. In connection with the delivery of such annual financial statementsstatements presented by the Borrower, an officer, on behalf of Borrower, will provide written representation that there is no knowledge of an Event of Default or an event that with notice or lapse of time or both could constitute an Event of Default, has occurred and is continuing or if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof (the provisions for such a statement herein shall in no way be construed as a consent to the existence of such an Event of Default or the granting of time to cure). (iii) at least annually, and more frequently if Lender reasonably requests, a financial statement of each Individual Guarantor together with such verifications of the entries therein as Lender shall require, in such form and containing such other information respecting each of the Individual Guarantor's financial status as Lender shall reasonably require. (iv) within ten (10) days after of filing thereof copies of all federal and state income tax returns for ParentBorrower and each of the Guarantors. (ivv) such financial information from Borrower and Guarantors as shall reasonably be requested by Lender. (vvi) as soon as reasonably practicable, upon reasonable request of Lender such other data and information (financial and otherwise) bearing upon or related to Borrower's Borrower or any Guarantors' financial condition, (including personal financial statements of each Guarantor) results of operations, assets and/or Borrower's projections of cash flow and profit and loss, all as Lender from time to time time, may reasonably request. (vivii) within fifteen (15) days after the end of each calendar month, a list of of (a) the Borrower's aged accounts receivable and a complete list of Borrower's its inventory duly certified by the chief financial officer of Borrower and such other information relating to Borrower's accounts receivable Accounts as Lender shall request at such times as Lender shall request upon such forms and using such procedures as Lender shall reasonably require.