Common use of Financial Information and Reports Clause in Contracts

Financial Information and Reports. The Company will furnish to the Securities Valuation Office of the National Association of Insurance Commissioners, 195 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, x copy of the financial statements referred to in Sections 6.6(a) and (b) as soon as they are available. The Company will furnish to you and to any other Institutional Holder (in duplicate if you or such other holder so request) the following: (a) As soon as available and in any event within 45 days after the end of each of the first three quarterly accounting periods of each fiscal year of the Company, a consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of such period and consolidated statements of income and retained earnings and cash flows of the Company and its Restricted Subsidiaries for the periods beginning on the first day of such fiscal year and the first day of such quarterly accounting period and ending on the date of such balance sheet, setting forth in comparative form the corresponding consolidated figures for the corresponding periods of the preceding fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved (except for changes disclosed in such financial statements or in the notes thereto and concurred in by the Company's independent certified public accountants) and certified by the chief financial officer or chief accounting officer of the company (i) outlining the basis of presentation, and (ii) stating that the information presented in such statements presents fairly the financial condition of the Company and its Restricted Subsidiaries and the results of operations for the period, subject to customary year-end audit adjustments; (b) As soon as available and in any event within 90 days after the last day of each fiscal year, a consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of such fiscal year and the related consolidated statements of income and changes in stockholders' equity, and cash flows for such fiscal year, in each case setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved (except for changes disclosed in such financial statements or in the notes thereto and concurred in by independent certified public accountants) and accompanied by a report unqualified as to scope of audit and unqualified as to going concern as to the consolidated balance sheet. and the related consolidated statements of income and retained earnings, and cash

Financial Information and Reports. The Company will Until the Promissory Note is paid --------------------------------- in full, TVN and Newco shall furnish to the Securities Valuation Office of the National Association of Insurance Commissioners, 195 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, x copy of the financial statements referred to in Sections 6.6(a) and (b) as soon as they are available. The Company will furnish to you and to any other Institutional Holder (in duplicate if you or such other holder so request) the followingXxxxx-Xxxxxx: (a) As as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three quarterly accounting periods interim fiscal quarter of each fiscal year of the CompanyTVN, a consolidated and consolidating balance sheet of the Company TVN and its Restricted Subsidiaries subsidiaries as of the end of such interim fiscal period, and a consolidated and consolidating statement of earnings and shareholders' equity of TVN and its subsidiaries for such fiscal period and consolidated statements of income and retained earnings and cash flows of the Company and its Restricted Subsidiaries for the periods period beginning on the first day of such fiscal year and the first day of such quarterly accounting period and ending on the date of such balance sheet, setting forth in comparative form the corresponding consolidated figures for the corresponding periods period of the preceding fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved (except for changes disclosed in such financial statements or in the notes thereto and concurred in by the Company's independent certified public accountants) detail and certified by the chief financial officer or chief accounting officer of the company (i) outlining the basis of presentation, and (ii) stating that the information presented in such statements presents fairly the financial condition of the Company and its Restricted Subsidiaries and the results of operations for the period, subject to customary year-end audit adjustmentsTVN; (b) As as soon as available and in any event within 90 ninety (90) days after the last day of each fiscal yearyear of TVN, a consolidated balance sheet and consolidating financial statements which have been examined by TVN's regular independent public accountants of recognized standing, covering the Company operations of TVN and its Restricted Subsidiaries subsidiaries as of the end of such fiscal year year, and the related a consolidated statements and consolidating statement of income earnings, shareholders' equity and changes in stockholders' equityfinancial position for TVN and its subsidiaries for the year then ended, and cash flows for such fiscal year, in each case setting forth in on a comparative form figures basis with corresponding financial statements for the preceding fiscal year, all which financial statements shall be accompanied by a report of such independent public accountants stating in reasonable detail, substance that such financial statements have been prepared in accordance with generally accepted accounting principles GAAP consistently applied throughout applied; (c) promptly upon any officer of TVN learning of the period involved (except for changes disclosed in such financial statements or same, notice of the occurrence of any material change in the notes thereto and concurred in by independent certified public accountants) and accompanied by a report unqualified as to scope financial status of audit and unqualified as to going concern as to the consolidated balance sheet. and the related consolidated statements of income and retained earningsTVN, and cashnotice of the initiation of any litigation against TVN which could, if adversely determined, have a Material Adverse Effect on the GRTV Assets, the financial condition or operations of TVN or TVN's ability to fulfill its obligations under this Agreement, the Supplemental Agreements to which TVN is a party and/or the Loan Documents.

Financial Information and Reports. The Company will furnish to the Securities Valuation Office of the National Association of Insurance Commissioners, 195 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, x copy of the financial statements referred to in Sections 6.6(a) and (b) as soon as they are available. The Company Guarantor will furnish to you and to any other Institutional Holder (in duplicate if you or such other holder so request) ), the following: (a) As soon as available and in any event within 45 days after the end of each of the first three quarterly accounting periods of each fiscal year of the CompanyGuarantor, a consolidated balance sheet of the Company Guarantor and its Restricted Subsidiaries as of the end of such period and consolidated statements of income and retained earnings and cash flows of the Company Guarantor and its Restricted Subsidiaries for the periods beginning on the first day of such fiscal year and the first day of such quarterly accounting period and ending on the date of such balance sheet, setting forth in comparative form the corresponding consolidated figures for the corresponding periods of the preceding fiscal year, all in reasonable detail, detail prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved GAAP (except for changes disclosed in such financial statements or in the notes thereto and concurred in by the CompanyGuarantor's independent certified public accountants) and certified by the chief financial officer or chief accounting officer or Senior Vice President, Finance of the company Guarantor (i) outlining the basis of presentation, and (ii) stating that the information presented in such statements presents fairly the financial condition of the Company Guarantor and its Restricted Subsidiaries and the results of operations for the period, subject to customary year-end audit adjustments; provided that so long as the Guarantor shall file a quarterly report on Form 10-Q or any similar form with the Securities and Exchange Commission or any successor agency which contains the information set forth in this paragraph (a), the requirements of this paragraph (a) shall be satisfied by forwarding Form 10-Q to the holder of the Notes within such 45-day period; (b) As soon as available and in any event within 90 days after the last day of each fiscal year, year a consolidated and a consolidating balance sheet of the Company Guarantor and its Restricted Subsidiaries as of the end of such fiscal year and the related audited consolidated and consolidating statements of income and changes in earnings, stockholders' equity, equity and cash flows for such fiscal year, in each case setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved GAAP (except for changes disclosed in such financial statements or in the notes thereto and concurred in by independent certified public accountants) and accompanied by a report unqualified as to scope of audit and unqualified as to going concern as to the consolidated balance sheet. sheet and the related consolidated statements of income PriceWaterhouseCoopers or any firm of independent public accountants of recognized national standing selected by the Guarantor to the effect that such financial statements have been prepared in conformity with GAAP and retained earningspresent fairly, in all material respects, the financial condition of the Guarantor and its Restricted Subsidiaries and that the examination of such financial statements by such accounting firm has been made in accordance with generally accepted auditing standards; provided that so long as the Guarantor shall file an annual report on Form 10-K or any similar form with the Securities and Exchange Commission or any successor agency which contains the information set forth in this paragraph (b), the requirements of this paragraph (b) shall be satisfied by forwarding Form 10-K to the holder of the Notes within such 90-day period; (c) Together with the financial statements delivered pursuant to paragraphs (a) and (b) of this Section 6.6, a certificate of the chief financial officer or chief accounting officer or Senior Vice President, Finance of each of the Guarantor and the Company, (i) to the effect that such officer has re-examined the terms and provisions of this Agreement and that at the date of such certificate, during the periods covered by such financial reports and as of the end of such periods, the Company and the Guarantor, respectively, is not, or was not, in default in the fulfillment of any of the terms, covenants, provisions and conditions of this Agreement or, in the case of the Guarantor, this Agreement or the Guaranty Agreement, and cashthat no Event of Default, or event which, with the lapse of time or the giving of notice, or both, would become an Event of Default, is occurring or has occurred as of the date of such certificate, during such periods and as of the end of such periods, or if the signer is aware of any such default, event or Event of Default, such signer shall disclose in such statement the nature thereof, its period of existence and what action, if any, the Company or the Guarantor has taken or proposes to take with respect thereto, and (ii) stating whether the Guarantor is in compliance with Sections 7.1 through 7.13 and setting forth, in sufficient detail, the information and computations required to establish whether or not the Guarantor was in compliance with the requirements of Sections 7.1 through 7.9 during the periods covered by the financial reports then being furnished and as of the end of such periods; (d) Together with the financial reports delivered pursuant to paragraph (b) of this Section 6.6, a certificate of the independent certified public accountants (i) stating that in making the examination necessary for expressing an opinion on such financial statements, nothing came to their attention that caused them to believe that there is in existence or has occurred any Event of Default hereunder, or any event (the occurrence of which is ascertainable by accountants in the course of normal audit procedures) which, with the lapse of time or the giving of notice, or both, would become an Event of Default hereunder or, if such accountants shall have obtained knowledge of any such event or Event of Default, describing the nature thereof and the length of time it has existed and (ii) acknowledging that holders of the Notes may rely on their opinion on such financial statements; (e) Within 15 days after the Guarantor obtains knowledge thereof, notice of any litigation not fully covered by insurance or any governmental proceeding pending against the Guarantor or any Subsidiary in which the damages sought exceed $5,000,000 or which might otherwise materially adversely affect the business, Property, operations or condition, financial or otherwise, of the Guarantor and its Subsidiaries taken as a whole; (f) As soon as available, copies of each financial statement, notice, report and proxy statement which the Guarantor shall furnish to its stockholders; copies of all press releases; copies of each registration statement and periodic report which the Guarantor may file with the Securities and Exchange Commission, and any other similar or successor agency of the Federal government administering the Securities Act, the Exchange Act or the Trust Indenture Act of 1939, as amended; copies of each report relating to the Guarantor or its securities which the Guarantor may file with any securities exchange on which any of the Guarantor's securities may be registered; copies of any orders in any material proceedings to which the Guarantor or any of its Subsidiaries is a party, issued by any governmental agency, Federal or state, having jurisdiction over the Guarantor or any of its Subsidiaries; and, except at such times as the Guarantor is a reporting company under Section 13 or 15(d) of the Exchange Act or has complied with the requirements for the exemption from registration under the Exchange Act set forth in Rule 12g-3-2(b), such financial or other information as any holder of the Notes may reasonably determine is required to permit such holder to comply with the requirements of Rule 144A under the Securities Act in connection with the resale by it of the Notes; (g) As soon as available, a copy of each other report submitted to the Guarantor or any Subsidiary by independent accountants retained by the Guarantor or any Subsidiary in connection with any interim or special audit made by them of the books of the Guarantor or any Subsidiary; and (h) Such additional information as you or such other Institutional Holder of the Notes may reasonably request concerning the Guarantor and its Subsidiaries.

Financial Information and Reports. The Company will Debtor and TVN shall furnish --------------------------------- to the Securities Valuation Office of the National Association of Insurance Commissioners, 195 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, x copy of the financial statements referred to in Sections 6.6(a) and (b) as soon as they are available. The Company will furnish to you and to any other Institutional Holder (in duplicate if you or such other holder so request) the followingSecured Party: (ai) As as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three quarterly accounting periods interim fiscal quarter of each fiscal year of the CompanyTVN, a consolidated and consolidating balance sheet of the Company TVN and its Restricted Subsidiaries subsidiaries (including Debtor) as of the end of such interim fiscal period, and a consolidated and consolidating statement of earnings and shareholders' equity of TVN and its subsidiaries (including Debtor) for such fiscal period and consolidated statements of income and retained earnings and cash flows of the Company and its Restricted Subsidiaries for the periods period beginning on the first day of such fiscal year and the first day of such quarterly accounting period and ending on the date of such balance sheet, setting forth in comparative form the corresponding consolidated figures for the corresponding periods period of the preceding fiscal year, all in reasonable detaildetail and certified by the chief financial officer of TVN; (ii) as soon as available and in any event within ninety (90) days after the last day of each fiscal year of TVN, consolidated and consolidating financial statements which have been examined by TVN's regular independent public accountants of recognized standing, covering the operations of TVN and its subsidiaries (including Debtor) as of the end of such year, and a consolidated and consolidating statement of earnings, shareholders' equity and changes in financial position for TVN and its subsidiaries (including Debtor) for the year then ended, each on a comparative basis with corresponding financial statements for the preceding fiscal year, which financial statements shall be accompanied by a report of such independent public accountants stating in substance that such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout applied; (iii) promptly upon any officer of TVN or Debtor learning of the period involved (except for changes disclosed in such financial statements or same, notice of the occurrence of any material change in the notes thereto financial status of TVN or Debtor, as the case may be, and concurred in by the Company's independent certified public accountants) and certified by the chief financial officer or chief accounting officer notice of the company (i) outlining the basis initiation of presentationany litigation against TVN or Debtor which could, and (ii) stating that the information presented in such statements presents fairly if adversely determined, have a material adverse effect on the financial condition or operations of TVN or Debtor, as the Company and its Restricted Subsidiaries and the results of operations for the period, subject to customary year-end audit adjustmentscase may be; (biv) As soon as available and in promptly upon any event within 90 days after the last day officer of each fiscal year, a consolidated balance sheet TVN or Debtor learning of the Company and its Restricted Subsidiaries as same, notice of the end occurrence of such fiscal year and any material default by Debtor under any media agreement with any cable, MSO or television programming company affecting more than one million subscribers which has been assigned by Secured Party to Debtor in connection with the related consolidated statements of income and changes in stockholders' equity, and cash flows for such fiscal year, in each case setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved (except for changes disclosed in such financial statements or in the notes thereto and concurred in by independent certified public accountants) and accompanied by a report unqualified as to scope of audit and unqualified as to going concern as to the consolidated balance sheet. and the related consolidated statements of income and retained earnings, and cashPurchase Agreement.

Financial Information and Reports. The Company will furnish to the Securities Valuation Office of the National Association of Insurance Commissioners, 195 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, x copy of the financial statements referred to in Sections 6.6(a) and (b) as soon as they are available. The Company will furnish to you Purchaser and to any other Institutional Holder (in duplicate if you or such other holder so request) ), the following: (a) As soon as available and in any event within 45 50 days after the end of each of the first three quarterly accounting periods of each fiscal year of the Company, a consolidated and a consolidating balance sheet of the Company and its Restricted Subsidiaries as of the end of such period and consolidated and consolidating statements of income and retained earnings and cash flows of the Company and its Restricted Subsidiaries for the periods beginning on the first day of such fiscal year and the first day of such quarterly accounting period and ending on the date of such balance sheet, setting forth in comparative form the corresponding consolidated figures for the corresponding periods of the preceding fiscal year, all in reasonable detail, detail prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved (except for changes disclosed in such financial statements or in the notes thereto and concurred in by the Company's independent certified public accountants) and certified by the chief financial officer or chief principal accounting officer of the company Company (i) outlining the basis of presentation, and (ii) stating that the information presented in such statements presents fairly the financial condition of the Company and its Restricted Subsidiaries and the results of operations for the period, subject to customary year-end audit adjustments; (b) As soon as available and in any event within 90 110 days after the last day of each fiscal year, year a consolidated and a consolidating balance sheet of the Company and its Restricted Subsidiaries as of the end of such fiscal year and the related consolidated and consolidating statements of income and changes in earnings, stockholders' equity, equity and cash flows for such fiscal year, in each case setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved (except for changes disclosed in such financial statements or in the notes thereto and concurred in by independent certified public accountants) and accompanied by a report unqualified as to scope of audit and unqualified as to going concern as to the consolidated balance sheet. sheet and the related consolidated statements of income Xxxxxx Xxxxxxxx, LLP or any firm of independent public accountants of recognized national standing selected by the Company to the effect that such financial statements have been prepared in conformity with generally accepted accounting principles and retained earningspresent fairly, in all material respects, the financial condition of the Company and its Subsidiaries and that the examination of such financial statements by such accounting firm has been made in accordance with generally accepted auditing standards; (c) Together with the financial statements delivered pursuant to paragraphs (a) and (b) of this Section 6.6, a certificate of the chief financial officer or principal accounting officer, (i) to the effect that such officer has reexamined the terms and provisions of this Agreement and that at the date of such certificate, during the periods covered by such financial reports and as of the end of such periods, the Company is not, or was not, in default in the fulfillment of any of the terms, covenants, provisions and conditions of this Agreement and that no Event of Default, or event which, with the lapse of time or the giving of notice, or both, would become an Event of Default, is occurring or has occurred as of the date of such certificate, during such periods and as of the end of such periods, or if the signer is aware of any such default, event or Event of Default, he shall disclose in such statement the nature thereof, its period of existence and what action, if any, the Company has taken or proposes to take with respect thereto, and cash(ii) stating whether the Company is in compliance with Sections 7.1 through 7.15 and setting forth, in sufficient detail, the information and computations required to establish whether or not the Company was in compliance with the requirements of Sections 7.1 through 7.15 during the periods covered by the financial reports then being furnished and as of the end of such periods; (d) Together with the financial reports delivered pursuant to paragraph (b) of this Section 6.6, a certificate of the independent certified public accountants (i) stating that in making the examination necessary for expressing an opinion on such financial statements, nothing came to their attention that caused them to believe that there is in existence or has occurred any Event of Default hereunder, or any event (the occurrence of which is ascertainable by accountants in the course of normal audit procedures) which, with the lapse of time or the giving of notice, or both, would become an Event of Default hereunder or, if such accountants shall have obtained knowledge of any such event or Event of Default, describing the nature thereof and the length of time it has existed and (ii) acknowledging that holders of the Notes may rely on their opinion on such financial statements; (e) Within 15 days after the Company obtains knowledge thereof, notice of any litigation not fully covered by insurance or any governmental proceeding pending against the Company or any Subsidiary in which the damages sought exceed $500,000 or which might otherwise materially adversely affect the business, property, operations or condition, financial or otherwise, of the Company and its Subsidiaries taken as a whole; (f) As soon as available, copies of each financial statement, notice, report and proxy statement which the Company shall furnish to its stockholders; copies of each registration statement and periodic report which the Company may file with the Securities and Exchange Commission, and any other similar or successor agency of the Federal government administering the Securities Act, the Exchange Act or the Trust Indenture Act of 1939, as amended; copies of each report relating to the Company or its securities which the Company may file with any securities exchange on which any of the Company's securities may be registered; copies of any orders in any material proceedings to which the Company or any of its Subsidiaries is a party, issued by any governmental agency, Federal or state, having jurisdiction over the Company or any of its Subsidiaries; and, except at such times as the Company is a reporting company under Section 13 or 15(d) of the Exchange Act or has complied with the requirements for the exemption from registration under the Exchange Act set forth in Rule 12g-3-2(b), such financial or other information as any holder of the Notes may reasonably determine is required to permit such holder to comply with the requirements of Rule 144A under the Securities Act in connection with the resale by it of the Notes; (g) As soon as available, a copy of each other report submitted to the Company or any Subsidiary by independent accountants retained by the Company or any Subsidiary in connection with any interim or special audit made by them of the books of the Company or any Subsidiary; (h) Within ten days after receipt thereof, a copy of any notice that (i) any violation of any federal, state or local environmental law or regulation may have been committed or is about to be committed by the Company, (ii) any administrative or judicial complaint or order has been filed or is about to be filed against the Company alleging violations of any federal, state or local environmental law or regulation or requiring the Company to take any action in connection with any Release of any Contaminant into the indoor or outdoor environment, or (iii) alleging that the Borrower may be liable or responsible for costs associated with a response to or cleanup of a Release of any Contaminant into the indoor or outdoor environment or any damages caused thereby; (i) Such additional information as the Purchaser or such other Institutional Holder of the Notes may reasonably request concerning the Company and its Subsidiaries.

Financial Information and Reports. The Company will furnish to the Securities Valuation Office of the National Association of Insurance Commissioners, 195 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, x copy of the financial statements referred to in Sections 6.6(a) and (b) as soon as they are available. The Company will furnish to you and to any other Institutional Holder (in duplicate if you or such other holder so request) ), the following: (a) As soon as available and in any event within 45 days after the end of each of the first three quarterly accounting periods of each fiscal year of the Company, a consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of such period and consolidated statements of income and retained earnings and cash flows of the Company and its Restricted Subsidiaries for the periods beginning on the first day of such fiscal year and the first day of such quarterly accounting period and ending on the date of such balance sheet, setting forth in comparative form the corresponding consolidated figures for the corresponding periods of the preceding fiscal year, all in reasonable detail, detail prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved (except for changes disclosed in such financial statements or in the notes thereto and concurred in by the Company's independent certified public accountants) and certified by the chief financial officer or chief accounting officer of the company Company (i) outlining the basis of presentation, and (ii) stating that the information presented in such statements presents fairly the financial condition of the Company and its Restricted Subsidiaries and the results of operations for the period, subject to customary year-end audit adjustments;; provided that so long as the Company shall file a quarterly report on Form 10-Q or any similar form with the Securities and Exchange Commission or any successor agency which contains the information set forth in this paragraph (a), the requirements of this paragraph (a) shall be satisfied by forwarding Form 10-Q to the holder of the Notes within such 45-day period: (b) As soon as available and in any event within 90 days after the last day of each fiscal year, year a consolidated and a consolidating balance sheet of the Company and its Restricted Subsidiaries as of the end of such fiscal year and the related audited consolidated and consolidating statements of income and changes in earnings, stockholders' equity, equity and cash flows for such fiscal year, in each case setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved (except for changes disclosed in such financial statements or in the notes thereto and concurred in by independent certified public accountants) and accompanied by a report unqualified as to scope of audit and unqualified as to going concern as to the consolidated balance sheet. sheet and the related consolidated statements of income Coopers & Xxxxxxx or any firm of independent public accountants of recognized national standing selected by the Company to the effect that such financial statements have been prepared in conformity with generally accepted accounting principles and retained earningspresent fairly, in all material respects, the financial condition of the Company and its Restricted Subsidiaries and that the examination of such financial statements by such accounting firm has been made in accordance with generally accepted auditing standards; provided that so long as the Company shall file an annual report on Form 10-K or any similar form with the Securities and Exchange Commission or any successor agency which contains the information set forth in this paragraph (b), the requirements of this paragraph (b) shall be satisfied by forwarding Form 10-K to the holder of the Notes within such 90-day period; (c) Together with the financial statements delivered pursuant to paragraphs (a) and (b) of this Section 6.6, a certificate of the chief financial officer or chief accounting officer, (i) to the effect that such officer has re- examined the terms and provisions of this Agreement and that at the date of such certificate, during the periods covered by such financial reports and as of the end of such periods, the Company is not, or was not, in default in the fulfillment of any of the terms, covenants, provisions and conditions of this Agreement and that no Event of Default, or event which, with the lapse of time or the giving of notice, or both, would become an Event of Default, is occurring or has occurred as of the date of such certificate, during such periods and as of the end of such periods, or if the signer is aware of any such default, event or Event of Default, he shall disclose in such statement the nature thereof, its period of existence and what action, if any, the Company has taken or proposes to take with respect thereto, and cash(ii) stating whether the Company is in compliance with Sections 7.1 through 7.13 and setting forth, in sufficient detail, the information and computations required to establish whether or not the Company was in compliance with the requirements of Sections 7.1 through 7.11 during the periods covered by the financial reports then being furnished and as of the end of such periods; (d) Together with the financial reports delivered pursuant to paragraph (b) of this Section 6.6, a certificate of the independent certified public accountants (i) stating that in making the examination necessary for expressing an opinion on such financial statements, nothing came to their attention that caused them to believe that there is in existence or has occurred any Event of Default hereunder, or any event (the occurrence of which is ascertainable by accountants in the course of normal audit procedures) which, with the lapse of time or the giving of notice, or both, would become an Event of Default hereunder or, if such accountants shall have obtained knowledge of any such event or Event of Default, describing the nature thereof and the length of time it has existed and (ii) acknowledging that holders of the Notes may rely on their opinion on such financial statements; (e) Within 15 days after the Company obtains knowledge thereof, notice of any litigation not fully covered by insurance or any governmental proceeding pending against the Company or any Subsidiary in which the damages sought exceed $5,000,000 or which might otherwise materially adversely affect the business, property, operations or condition, financial or otherwise, of the Company and its Subsidiaries taken as a whole: (f) As soon as available, copies of each financial statement, notice, report and proxy statement which the Company shall furnish to its stockholders; copies of all press releases; copies of each registration statement and periodic report which the Company may file with the Securities and Exchange Commission, and any other similar or successor agency of the Federal government administering the Securities Act, the Exchange Act or the Trust Indenture Act of 1939, as amended; copies of each report relating to the Company or its securities which the Company may file with any securities exchange on which any of the Company's securities may be registered; copies of any orders in any material proceedings to which the Company or any of its Subsidiaries is a party, issued by any governmental agency, Federal or state, having jurisdiction over the Company or any of its Subsidiaries; and, except at such times as the Company is a reporting company under Section 13 or 15(d) of the Exchange Act or has complied with the requirements for the exemption from registration under the Exchange Act set forth in Rule 12g-3-2(b), such financial or other information as any holder of the Notes may reasonably determine is required to permit such holder to comply with the requirements of Rule 144A under the Securities Act in connection with the resale by it of the Notes; (g) As soon as available, a copy of each other report submitted to the Company or any Subsidiary by independent accountants retained by the Company or any Subsidiary in connection with any interim or special audit made by them of the books of the Company or any Subsidiary; and (h) Such additional information as you or such other Institutional Holder of the Notes may reasonably request concerning the Company and its Subsidiaries.

Financial Information and Reports. The Company will furnish to the Securities Valuation Office of the National Association of Insurance Commissioners, 195 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, x copy of the financial statements referred to in Sections 6.6(a) and (b) as soon as they are available. The Company will furnish to you and to any other Institutional Holder (in duplicate if you or such other holder so request) ), the following: (a) As soon as available and in any event within 45 days after the end of each of the first three quarterly accounting periods of each fiscal year of the Company, a consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of such period and consolidated statements of income and retained earnings and cash flows of the Company and its Restricted Subsidiaries for the periods beginning on the first day of such fiscal year and the first day of such quarterly accounting period and ending on the date of such balance sheet, setting forth in comparative form the corresponding consolidated figures for the corresponding periods of the preceding fiscal year, all in reasonable detail, detail prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved GAAP (except for changes disclosed in such financial statements or in the notes thereto and concurred in by the Company's independent certified public accountants) and certified by the chief financial officer or chief accounting officer of the company Company (i) outlining the basis of presentation, and (ii) stating that the information presented in such statements presents fairly the financial condition of the Company and its Restricted Subsidiaries and the results of operations for the period, subject to customary year-end audit adjustments; provided that so long as the Company shall file a quarterly report on Form 10-Q or any similar form with the Securities and Exchange Commission or any successor agency which contains the information set forth in this paragraph (a), the requirements of this paragraph (a) shall be satisfied by forwarding Form 10-Q to the holder of the Notes within such 45-day period; (b) As soon as available and in any event within 90 days after the last day of each fiscal year, year a consolidated and a consolidating balance sheet of the Company and its Restricted Subsidiaries as of the end of such fiscal year and the related audited consolidated and consolidating statements of income and changes in earnings, stockholders' equity, equity and cash flows for such fiscal year, in each case setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved GAAP (except for changes disclosed in such financial statements or in the notes thereto and concurred in by independent certified public accountants) and accompanied by a report unqualified as to scope of audit and unqualified as to going concern as to the consolidated balance sheet. sheet and the related consolidated statements of income PriceWaterhouseCoopers or any firm of independent public accountants of recognized national standing selected by the Company to the effect that such financial statements have been prepared in conformity with GAAP and retained earningspresent fairly, in all material respects, the financial condition of the Company and its Restricted Subsidiaries and that the examination of such financial statements by such accounting firm has been made in accordance with generally accepted auditing standards; provided that so long as the Company shall file an annual report on Form 10-K or any similar form with the Securities and Exchange Commission or any successor agency which contains the information set forth in this paragraph (b), the requirements of this paragraph (b) shall be satisfied by forwarding Form 10-K to the holder of the Notes within such 90-day period; (c) Together with the financial statements delivered pursuant to paragraphs (a) and (b) of this Section 6.6, a certificate of the chief financial officer or chief accounting officer, (i) to the effect that such officer has re-examined the terms and provisions of this Agreement and that at the date of such certificate, during the periods covered by such financial reports and as of the end of such periods, the Company is not, or was not, in default in the fulfillment of any of the terms, covenants, provisions and conditions of this Agreement and that no Event of Default, or event which, with the lapse of time or the giving of notice, or both, would become an Event of Default, is occurring or has occurred as of the date of such certificate, during such periods and as of the end of such periods, or if the signer is aware of any such default, event or Event of Default, he shall disclose in such statement the nature thereof, its period of existence and what action, if any, the Company has taken or proposes to take with respect thereto, and cash(ii) stating whether the Company is in compliance with Sections 7.1 through 7.13 and setting forth, in sufficient detail, the information and computations required to establish whether or not the Company was in compliance with the requirements of Sections 7.1 through 7.9 during the periods covered by the financial reports then being furnished and as of the end of such periods; (d) Together with the financial reports delivered pursuant to paragraph (b) of this Section 6.6, a certificate of the independent certified public accountants (i) stating that in making the examination necessary for expressing an opinion on such financial statements, nothing came to their attention that caused them to believe that there is in existence or has occurred any Event of Default hereunder, or any event (the occurrence of which is ascertainable by accountants in the course of normal audit procedures) which, with the lapse of time or the giving of notice, or both, would become an Event of Default hereunder or, if such accountants shall have obtained knowledge of any such event or Event of Default, describing the nature thereof and the length of time it has existed and (ii) acknowledging that holders of the Notes may rely on their opinion on such financial statements; (e) Within 15 days after the Company obtains knowledge thereof, notice of any litigation not fully covered by insurance or any governmental proceeding pending against the Company or any Subsidiary in which the damages sought exceed $5,000,000 or which might otherwise materially adversely affect the business, property, operations or condition, financial or otherwise, of the Company and its Subsidiaries taken as a whole; (f) As soon as available, copies of each financial statement, notice, report and proxy statement which the Company shall furnish to its stockholders; copies of all press releases; copies of each registration statement and periodic report which the Company may file with the Securities and Exchange Commission, and any other similar or successor agency of the Federal government administering the Securities Act, the Exchange Act or the Trust Indenture Act of 1939, as amended; copies of each report relating to the Company or its securities which the Company may file with any securities exchange on which any of the Company's securities may be registered; copies of any orders in any material proceedings to which the Company or any of its Subsidiaries is a party, issued by any governmental agency, Federal or state, having jurisdiction over the Company or any of its Subsidiaries; and, except at such times as the Company is a reporting company under Section 13 or 15(d) of the Exchange Act or has complied with the requirements for the exemption from registration under the Exchange Act set forth in Rule 12g-3-2(b), such financial or other information as any holder of the Notes may reasonably determine is required to permit such holder to comply with the requirements of Rule 144A under the Securities Act in connection with the resale by it of the Notes; (g) As soon as available, a copy of each other report submitted to the Company or any Subsidiary by independent accountants retained by the Company or any Subsidiary in connection with any interim or special audit made by them of the books of the Company or any Subsidiary; and (h) Such additional information as you or such other Institutional Holder of the Notes may reasonably request concerning the Company and its Subsidiaries.

Financial Information and Reports. The So long as each Purchaser beneficially owns Common Stock originally issued under this Agreement, the Company will furnish the following information without charge to the Securities Valuation Office of the National Association of Insurance Commissioners, 195 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, x copy of the financial statements referred to in Sections 6.6(a) each Purchaser and (b) as soon as they are available. The Company will furnish to you its permitted successor and to any other Institutional Holder (in duplicate if you or such other holder so request) the followingassign: (a) As soon as available and in any event within 45 30 days after the end of each of the first three quarterly accounting periods month of each fiscal year of the Company, on a consolidated basis, the Company's balance sheet of the Company and its Restricted Subsidiaries as of the end of such period month and consolidated statements of income and retained earnings operations and cash flows of the Company for such month (and its Restricted Subsidiaries quarter if applicable), and for the periods beginning on the first day of such current fiscal year and the first day of such quarterly accounting period and ending on the date of such balance sheet, setting forth in comparative form the corresponding consolidated figures for the corresponding periods of the preceding fiscal year, all in reasonable detailto date, prepared substantially in accordance with generally accepted accounting principles consistently applied throughout the period involved (except for changes disclosed in such financial statements or in the notes thereto and concurred in by the Company's independent certified public accountants) on a consistent basis, and certified by the chief principal financial officer or chief accounting officer of the company (i) outlining the basis of presentation, and (ii) stating that the information presented in such statements presents fairly the financial condition of the Company and its Restricted Subsidiaries and the results of operations for the periodCompany, subject to customary year-usual year end audit adjustmentsadjustments but without all of the footnotes required by generally accepted accounting principles; (b) As soon as available and in any event within 90 days after the last day of each fiscal yearyear of the Company, on a consolidated basis, a consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of such fiscal year and the related consolidated statements of income and changes in stockholders' equity, operations and cash flows of the Company for such fiscal year, in each case setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, year prepared in accordance with generally accepted accounting principles consistently applied throughout on a consistent basis, and setting forth in each case in comparative form the period involved (except figures for changes disclosed in such financial statements or in the notes thereto and concurred in by independent certified public accountants) previous fiscal year, and accompanied by (i) an opinion containing no exceptions or qualifications of an independent accounting firm of recognized national standing and (ii) a report unqualified as to scope copy of audit and unqualified as to going concern as such firm's annual management letter to the consolidated balance sheet. Company, if any; (c) prior to the commencement of each fiscal year, an annual business plan, including a budget and detailed financial projections and cash flow projections for the related consolidated statements of income forthcoming year for the Company and retained earningsits Subsidiaries (if any) during each month during such period, all in reasonable detail together with underlying assumptions, and cashincluding a detailed operating plan for the year; (d) promptly upon receipt thereof, copies of all management reports and all other reports, if any, submitted to the Company by independent public accountants in connection with any annual or interim audit of the books of the Company and its Subsidiaries made by such accountants; (e) a copy of each financial statement, report and return that the Company or any Subsidiary shall file with the Securities and Exchange Commission or any stock exchange, or with any other governmental department, bureau, commission or agency, or with any industry trade association; and (f) promptly after the occurrence thereof, notice of any event which has had, or, in the Company's reasonable judgment, could have, a material adverse impact on the assets, business, financial, condition, affairs or operations of the Company, and of the institution or threat of any material litigation or investigation.

Financial Information and Reports. The Company will furnish to keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of, or in relation to, the Securities Valuation Office business and affairs of the National Association of Insurance CommissionersCompany, 195 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, x copy of in accordance with GAAP consistently applied (except for changes disclosed in the financial statements furnished to any holder of outstanding Notes pursuant to this Section 3.18 and concurred in by the independent public accountants referred to in Sections 6.6(aSection 3.18(b) hereof) and (b) as soon as they are available. The Company will furnish to you each holder of outstanding Notes and to any other Institutional Holder (the Trustees in duplicate if you or such other holder so request) the followingduplicate: (a) As soon as available and in any event within 45 60 days after the end of each of quarterly fiscal period (except the first three quarterly accounting periods last) of each fiscal year of the Companyyear, copies of: (1) a consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end close of such period and period, and (2) consolidated statements of income and retained earnings income, shareholders' equity and cash flows of the Company and its Restricted Subsidiaries for the periods beginning on portion of the first day of such fiscal year and the first day of ending with such quarterly accounting period and ending on the date of such balance sheet, period; in each case setting forth in comparative form the corresponding consolidated figures for the corresponding periods period of the preceding fiscal year, all in reasonable detaildetail and certified as complete and correct, prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved (except for subject to changes disclosed in such financial statements or in the notes thereto and concurred in resulting from year-end audit adjustments, by the Company's independent certified public accountants) and certified by the chief financial officer or chief accounting officer of the company (i) outlining the basis of presentation, and (ii) stating Company; provided that the information presented in Company will have satisfied the requirements of this Section 3.18(a) by the delivery within the time period described hereinabove of its quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission so long as such Form 10-Q contains quarterly statements presents fairly reflecting the financial condition position and results of operations of the Company and its Restricted consolidated Subsidiaries and the results of operations for the period, subject to customary year-end audit adjustments;such quarter, (b) As soon as available and in any event within 90 120 days after the last day close of each fiscal yearyear of the Company, copies of: (1) a consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end close of such fiscal year and the related year, and (2) consolidated statements of income and changes in stockholdersincome, shareholders' equity, equity and cash flows of the Company and its Subsidiaries for such fiscal year, ; in each case setting forth in comparative form the consolidated figures for the preceding fiscal year, all in reasonable detaildetail and accompanied by an opinion thereon of a firm of independent public accounts of recognized national standing selected by the Company to the effect that such financial statements present fairly, prepared in all material respects, the consolidated financial condition of the Company and its Subsidiaries as of the end of the fiscal year being reported in and that the consolidated results of the operations and cash flows for said year are in conformity with GAAP and that the examination of such accountants in connection with such financial statements has been conducted in accordance with generally accepted auditing standards and included such tests of the accounting principles consistently applied throughout records and such other auditing procedures as said accountants deemed necessary in the circumstances; provided that the Company will have satisfied the requirements of this Section 3.19(b) by the delivery within the time period described hereinabove of its annual report on Form 10-K as filed with the Securities and Exchange Commission so long as such Form 10-K contains the annual statements reflecting the financial position and results of operations of the Company and its consolidated Subsidiaries for such year; (c) Promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Company to stockholders generally and of each Form 8-K and, upon the written request of the Trustees or any of the holders of the Notes, any other periodic reports (other than Form S-8 or any other form relating to employee benefit plans or dividend reinvestment plans) registration statement or prospectus filed by the Company or any Subsidiary with any Securities exchange or the Securities and Exchange Commission or any successor agency; (d) Within the period involved provided in paragraph (except for changes disclosed in b) above, the written statement of the Company, signed by an authorized financial officer, stating whether there existed as of the date of such financial statements or in the notes thereto and concurred in by independent certified public accountants) and accompanied by a report unqualified as to scope of audit and unqualified as to going concern as whether, to the consolidated balance sheet. best of his knowledge, there exists on the date of the certificate any Default or Event of Default under this Indenture, the Note Agreements or any Mortgage and specifying the nature and period of existence thereof and the related consolidated statements action the Company is taking and proposes to take with respect thereto; (e) Within the period provided in paragraph (b) above, a certificate of income the accountants who render an opinion with respect to such financial statements, stating that they have reviewed this Indenture and retained earningsstating further whether, in making their audit, anything came to their attention that caused them to believe that the Company had failed in compliance or continues to be in noncompliance with the the terms, covenants, provisions and conditions of this Indenture insofar as the same relate, pertain to or involve accounting matters or determinations, and cashif such condition or event then exists, specifying the nature and period of existence thereof; and (f) With reasonable promptness, such additional financial information as such holder may reasonably request concerning the Company or any of its Subsidiaries. The Company will permit each holder of outstanding Notes (or such Persons as any such holder may designate) to visit and inspect, under the Company's guidance, any of the Mortgaged Properties, to examine all the books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent public accountants (and by this provision the Company authorizes said accountants to discuss with each holder of the Notes the finances and affairs of the Company), all at such reasonable times and as often as any such holder may reasonably desire. Any visitation or inspection or discussion with the accountants shall be at the sole expense of such holder of the Notes unless a Default or Event of Default shall have occurred and be continuing, in which case any such visitation or inspection or discussion with the accountants shall be at the sole expense of the Company. Each holder of the Notes by its acceptance thereof agrees that any information obtained by such Person pursuant to this Section 3.19 will be treated as confidential; provided, however, that nothing herein contained shall limit or impair the right or obligation of any Institutional Investor of the Notes to disclose such information: (1) to its auditors, attorneys, employees or agents, (2) when required by any law, ordinance or governmental order, regulation, rule, policy, investigation or any regulatory authority request, (3) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state, provincial or Federal regulatory body having or claiming to have jurisdiction over such Institutional Holder or to the United States National Association of Insurance Commissioners or similar organizations or their successors, (4) in connection with the enforcement of the terms and conditions of this Agreement and the Notes, (5) which is publicly available or readily ascertainable from public sources, or which is received by any Institutional Investor of the Notes from a third Person who or which is not bound to keep the same confidential, (6) as required by legal process in connection with any proceeding, case or matter pending (or on its face purported to be pending) before any court, tribunal, arbitration board or any governmental agency, commission, authority, board or similar entity, or (7) to the extent necessary in connection with any contemplated transfer of any Notes by any Institutional Investor thereof (it being understood and agreed that any such transferee which purchases such Notes shall itself be bound by the terms and provisions hereof).

Financial Information and Reports. The Company will furnish to the Securities Valuation Office of the National Association of Insurance Commissioners, 195 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, x a copy of the financial statements referred to in Sections 6.6(a) and (bSection 6.6(b) as soon as they are available. The Company will furnish to you and to any other Institutional Holder (in duplicate if you or such other holder so request) the following: (a) As soon as available and in any event within 45 60 days after the end of each of the first three quarterly accounting periods of each fiscal year of the Company, a consolidated condensed balance sheet of the Company and its Restricted Subsidiaries as of the end of such period and consolidated condensed statements of income and retained earnings and cash flows of the Company and its Restricted Subsidiaries for the periods beginning on the first day of such fiscal year and the first day of such quarterly accounting period and ending on the date of such balance sheet, setting forth in comparative form (x) the corresponding consolidated figures condensed statements of earnings for the corresponding periods of the preceding fiscal year, (y) the corresponding consolidated condensed statements of cash flow for the corresponding year to date period of the preceding fiscal year and (z) a consolidated condensed balance sheet as of the end of the preceding fiscal year, all in reasonable detail, detail prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved (except for changes disclosed in such financial statements or in the notes thereto and concurred in by the Company's independent certified public accountants) and certified by the chief financial officer or chief accounting officer of the company Company (i) outlining the basis of presentation, and (ii) stating that the information presented in such statements presents fairly the financial condition of the Company and its Restricted Subsidiaries and the results of operations for the period, subject to customary year-end audit adjustments; (b) As soon as available and in any event within 90 days after the last day of each fiscal year, a consolidated and consolidating balance sheet sheets of the Company and its Restricted Subsidiaries as of the end of such fiscal year and the related consolidated statements of income and changes in earnings, stockholders' equity, and cash flows and consolidating statements of earnings for such fiscal year, in each case setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved (except for changes disclosed in such financial statements or in the notes thereto and concurred in by independent certified public accountants) and accompanied by a report unqualified as to scope of audit and unqualified as to going concern as to the consolidated balance sheet. sheet and the related consolidated statements of income and retained earnings, stockholders' equity and cashcash flows of Xxxxxx Xxxxxxxx & Co. or any other firm of independent public accountants of recognized national standing selected by the Company to the effect that such financial statements have been prepared in conformity with generally accepted accounting prin- ciples and present fairly, in all material respects, the financial condition of the Company and its Subsidiaries and that the examination of such financial statements by such accounting firm has been made in accordance with generally accepted auditing standards; (c) Together with the financial statements delivered pursuant to paragraphs (a) and (b) of this Section 6.6, (i) a management's discussion and analysis of the financial condition and results of operations for the periods reported upon by such fi- nancial statements, which discussion and analysis shall satisfy the requirements of Item 303 of Securities and Exchange Commission Regulation S-K, (ii) a detailed reconciliation of such financial statements to financial statements prepared in accordance with the generally accepted accounting principles utilized in connection with the preparation of the Company's audited consolidated financial statements for the year ended December 31, 1991, and (iii) a certificate of the chief financial officer or chief accounting officer, (x) to the effect that such officer has re-examined the terms and provisions of this Agreement and that at the date of such certificate, during the periods covered by such financial reports and as of the end of such periods, the Company is not, or was not, in default in the fulfillment of any of the terms, covenants, provisions and conditions of this Agreement and that no Default or Event of Default is occurring or has occurred as of the date of such cer- tificate, during such periods and as of the end of such periods, or if the signer is aware of any Default or Event of Default, such officer shall disclose in such statement the nature thereof, its period of existence and what action, if any, the Company has taken or proposes to take with respect thereto, and (y) stating whether the Company is in compliance with Sections 7.1 through 7.11 and setting forth, in sufficient detail, the information and computations required to establish whether or not the Company was in compliance with the requirements of Sections 7.1 through 7.9 during the periods covered by the financial reports then being furnished and as of the end of such periods; (d) Together with the financial reports delivered pursuant to paragraph (b) of this Section 6.6, a letter of the independent certified public accountants stating (i) that in making the examination necessary for expressing an opinion on such xxxxx- cial statements, nothing came to their attention that caused them to believe that there is in existence or has occurred any Default or Event of Default hereunder (the occurrence of which is ascertainable by accountants in the course of normal audit procedures) or, if such accountants shall have obtained knowledge of any such Default or Event of Default, describing the nature thereof and the length of time it has existed and (ii) that they have reviewed the reconciliation referred to in clause (ii) of the foregoing paragraph (c) of this Section 6.6 and nothing has come to their attention that caused them to believe that such reconciliation does not accurately reconcile the financial statements delivered pursuant to paragraph (b) of this Section 6.1 to financial statements prepared in accordance with the generally accepted accounting principles utilized in connection with the preparation of the Company's audited consolidated financial statements for the year ended December 31, 1991; (e) Promptly after the Company obtains knowledge thereof, notice of any litigation or any governmental proceeding pending against the Company or any Subsidiary in which liability might reasonably be expected to exceed $5,000,000 or which might reasonably be expected to otherwise have a Material Adverse Effect; (f) As soon as available, copies of each financial statement, notice, report and proxy statement which the Company shall furnish to its stockholders; copies of each registration statement and periodic report which the Company may file with the Securities and Exchange Commission, and any other similar or successor agency of the Federal government administering the Securities Act, the Exchange Act or the Trust Indenture Act of 1939, as amended; without duplication, copies of each report (other than reports relating solely to the issuance of, or transactions by others involving, its securities) relating to the Company or its securities which the Company may file with any securities exchange on which any of the Company's securities may be registered; copies of any orders in any material proceedings to which the Company or any of its Subsidiaries is a party, issued by any governmental agency, Federal or state, having jurisdiction over the Company or any of its Subsidiaries; and, except at such times as the Company is a reporting company under Section 13 or 15(d) of the Exchange Act or has complied with the requirements for the exemption from registration under the Exchange Act set forth in Rule 12g-3-2(b), such financial or other information as any holder of the Notes or prospective purchaser of the Notes may reasonably determine is required to permit such holder to comply with the requirements of Rule 144A under the Securities Act in connection with the resale by it of the Notes; (g) As soon as available, a copy of each other report submitted to the Company or any Subsidiary by independent accountants retained by the Company or any Subsidiary in connection with any interim or special audit made by them of the books of the Company or any Subsidiary; (h) Promptly following any change in the composition of the Company's Subsidiaries from that set forth in Annex I, as theretofore updated pursuant to this paragraph, an updated list setting forth the information specified in Annex I; (i) As soon as available, a copy of each final management letter submitted to the Company or any Subsidiary by independent accountants; and (j) Such additional information as you or such other Institutional Holder of the Notes may reasonably request concerning the Company and its Subsidiaries.