Common use of Financial Information Clause in Contracts

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reports: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board; (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Board.

Financial Information. The Company will furnish to each Major Holder the information set forth in this Section 7.2; provided, that the Company shall not be required to furnish such information to a Major Holder if the Board determines in good faith that such Major Holder is a competitor to the Company (provided that in no event shall Kinnevik (or transferee thereof under Section 1.14 its Affiliates) or Oak (or its Affiliates) be deemed to be a competitor to the following reports:Company and that, as of the Effective Date, Walgreens (and its Affiliates) is deemed to not be a competitor to the Company): (a) As soon as practicable after the end of each fiscal yearyear of the Company, and in any event within one hundred twenty fifty (120150) days thereafter, consolidated a copy of the annual audited financial statements for such fiscal year for the Company and its Subsidiaries, if any, including therein balance sheets of the Company and its subsidiariesSubsidiaries, if any, as of the end of such fiscal year, year and consolidated statements of income and members’ equity and of cash flows of the Company and its subsidiaries, if any, for such fiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all prepared in reasonable detail and audited accordance with generally accepted accounting principles consistently applied (“GAAP”), all such consolidated statements to be duly certified by such independent public accountants of recognized national standing selected by the Company and approved by the BoardBoard to prepare such reports; (b) As soon as practicable after the end of each quarter, available and in any event within forty-five (45) days thereafter (other than after the last calendar month end of each of the first three quarters of each fiscal year)year of the Company, an unaudited consolidated balance sheets sheet of the Company and its subsidiariesSubsidiaries, if any, as of the end of such quarter and the quarter, and related unaudited consolidated statements of income and members’ equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and its subsidiaries, if any, for ending with the end of such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the corresponding figures for the same quarter one corresponding period of the preceding fiscal year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredthe budget for such current year, all in reasonable detail and signed by prepared in accordance with GAAP (subject to year-end audit adjustments and not including all footnotes thereto that may be required in accordance with GAAP); (c) Upon request (but not more frequently than the principal delivery of the financial statements described in Sections 7.2(a) and 7.2(b)), a statement showing the number of Units of each class and series of membership interests (including Profits Interests) and securities convertible into or accounting officer exercisable for Units outstanding at the end of the applicable period, the Junior Units issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Junior Units and the exchange ratio or exercise price applicable thereto, and the number of Units not yet issued but reserved for issuance under the Equity Incentive Plan, if any, all in sufficient detail as to permit the Preferred Unit Holders to calculate their respective percentage equity ownership in the Company; (cd) As soon as practicable after the end of each month, available and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of after the end of the each calendar month, a statement of recognized revenue, bookings and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared retained earnings on a monthly basis, compared against the corresponding figures from such month from the preceding fiscal year and the budget for such current year; and (e) Not later than sixty (60) days after December 31 of each year, as soon as prepared, any other updated or revised an annual budget and quarterly and monthly operating budgets for such fiscal year prepared by in a form and with such detail as may be acceptable to a majority of the Company and approved by the BoardDirectors.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 mail the following reportsreports to the Purchaser for so long as the Purchaser is a holder of any of the shares of Series B Preferred or shares of Conversion Stock: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) 90 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income operations and consolidated statements of cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for similar information of the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board;Company. (b) As soon as practicable after the end of the first, second and third quarterly accounting periods in each quarter, fiscal year of the Company and in any event within forty-five (45) 45 days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartereach such quarterly period, and unaudited consolidated statements of income operations and consolidated statements of cash flows of the Company and its subsidiaries, if any, for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures (other than for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredaccompanying notes), all in reasonable detail and signed signed, subject to changes resulting from year-end audit adjustments, by the principal financial or accounting officer of the Company;. (c) As soon as practicable Within 15 days after the end of each fiscal month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company as of the end of such month, unaudited consolidated statements of operations including income statements, and unaudited consolidated rolling cash flow projections for each month and for the current fiscal year to date. Such financial statements shall be prepared in accordance with generally accepted accounting principles consistently applied (other than accompanying notes), all in reasonable detail subject to year-end audit adjustments. (d) Promptly after each meeting or the execution of an action by written consent, copies of the minutes of proceedings or actions by written consent of the Company's Board of Directors and shareholders. (e) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries, if any, as the Purchaser may from time to time reasonably request. (f) For so long as the Purchaser is eligible to receive reports under this Section 7.1, it shall also have the right, at its expense, to visit and inspect any of the end of the month, and unaudited consolidated statements of income and cash flows properties of the Company and or any of its subsidiaries, if anyto examine its books of account and records, for and to discuss their affairs, finances and accounts with their officers, all at such monthreasonable times as often as may be reasonably requested, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form provided, however, that the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements Company shall not be requiredobligated to provide any information, all in reasonable detail and signed by other than to the principal financial or accounting officer representatives of the Company; (d) As soon as practicablePurchaser on the Board of Directors, but in any event at least thirty (30) days prior that it reasonably considers to the beginning of each fiscal year, be a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated trade secret or revised budgets for such fiscal year prepared by the Company and approved by the Boardto contain confidential information.

Financial Information. The Company will furnish to each Major Significant Holder or transferee thereof under Section 1.14 1.11 the following reports: (a) As soon as practicable after the end of each fiscal yearyear of the Company, and in any event within one hundred twenty eighty (120180) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited and audited certified by independent public accountants of national standing selected by the Company and approved by the BoardBoard of Directors; (b) As soon as practicable after the end of each fiscal quarter, and in any event within forty-five sixty (4560) days thereafter (other than the last calendar month fiscal quarter of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlierbasis; provided that such financial statements may be subject to normal year-end adjustments, and footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Companydetail; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlierbasis; provided that such financial statements may be subject to normal year-end adjustments, and footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company;detail; and (d) As soon as practicable, but in any event at least thirty no more than forty-five (3045) days prior to following the beginning of each fiscal year, a budget for the next such fiscal year, prepared on a monthly basis, and, as soon as promptly after prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the BoardBoard of Directors.

Financial Information. The Company will furnish Borrower hereby covenants and agrees to each Major Holder or transferee thereof under Section 1.14 deliver to Landlord the following reports: following: (a1) As soon as practicable within 90 days after the end of each fiscal yearyear of Borrower and LBO, consolidated statements of income, retained earnings and in any event within one hundred twenty (120) days thereafter, cash flows of Borrower and LBO for such fiscal year and the related consolidated balance sheets of the Company and its subsidiaries, if any, as of at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the corresponding consolidated figures for the previous preceding fiscal year, all in reasonable detail and audited accompanied by an opinion thereon of independent certified public accountants of recognized national standing selected by standing, which opinion shall state that such consolidated financial statements fairly present the Company consolidated financial condition and approved by the Board; (b) As soon results of operations of Borrower and LBO as practicable after at the end of each quarterof, and in any event within forty-five (45) days thereafter (other than the last calendar month of each for, such fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared year in accordance with generally accepted accounting principles applied on a consistent basis principles; (2) within 45 days after the end of each interim quarterly fiscal period of each fiscal year of Borrower and LBO, unaudited consolidated statements of income, retained earnings and cash flows of Borrower and LBO for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheets as at the end of such period, setting forth in each case in comparative form the corresponding consolidated figures for the same quarter one corresponding periods in the preceding fiscal year earlier; provided that footnotes and schedule disclosure appearing (except that, in audited financial statements the case of balance sheets, such comparison shall not be required, all in reasonable detail and signed by to the principal financial or accounting officer last day of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each prior fiscal year), unaudited accompanied by a certificate of a financial officer of Borrower and LBO, as applicable, which certificate shall state that such consolidated balance sheets financial statements fairly present the consolidated financial condition and results of operations of the Company respective Borrower and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared LBO in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, as at the end of, and setting forth for, such period; (3) within 45 days after the end of each interim quarterly fiscal period of each fiscal year of Borrower and LBO, unaudited statements of income for such period and for the period from the beginning of the respective fiscal year to the end of such period in each case in comparative form the corresponding figures for the same month one year earliercorresponding periods in the preceding fiscal year; provided that footnotes (4) within 30 days after the end of each calendar month, an income and schedule disclosure appearing in audited expense statement detailing all sources of revenue, including but not limited to ticket sales, concession sales and other revenues, and all expenses relating to the Leased Premises, accompanied by a certificate of a financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of Borrower and LBO stating that such items are true, correct, accurate and completely and fairly present the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to financial condition and results of the beginning operations of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company Borrower and approved by the BoardLBO.

Financial Information. (a) The Company Borrower will, and will cause each Subsidiary other than the Subsidiaries listed on Schedule 5.03(a) to, keep its books of account in accordance with U.S. GAAP. (b) The Borrower will (subject to the last paragraph of this Section 5.03) furnish to each Major Holder or transferee thereof under Section 1.14 the following reportsAdministrative Agent for distribution to the Banks: (ai) As as soon as practicable after the end of each fiscal year, available and in any event within one hundred twenty (120) 60 days thereafterafter the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited consolidated balance sheets of the Company Borrower and its subsidiariesConsolidated Entities and the related unaudited consolidated statements of operations, if any, as changes in equity and cash flow of the Borrower and its Consolidated Entities for such quarter and for the portion of the Borrower’s fiscal year ended at the end of such fiscal yearquarter, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower’s previous fiscal year, all in reasonable detail and audited certified (subject to normal year‑end adjustments) as to fairness of presentation in accordance with U.S. GAAP in all material respects and consistency (except for changes concurred in by the Borrower’s independent public accountants of national standing selected accountants) by the Company and approved by Chief Executive Officer, the BoardChief Financial Officer, Chief Operating Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower; (bii) As as soon as practicable after the end of each quarter, and in any event within forty-five the earlier of (45i) two Domestic Business Days after filing with the Securities and Exchange Commission and (ii) 120 days thereafter (other than after the last calendar month close of each fiscal year)year of the Borrower, unaudited as at the end of and for the fiscal year just closed, consolidated balance sheets of the Company Borrower and its subsidiaries, if any, as of Consolidated Entities and the end of the quarter, and unaudited related consolidated statements of income operations, changes in equity and cash flows of flow for such fiscal year for the Company Borrower and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredConsolidated Entities, all in reasonable detail and signed certified (without any qualification as to the scope of the audit) by KPMG LLP or other independent public accountants of nationally recognized standing selected by the principal financial or accounting officer Borrower, who shall have audited the books and accounts of the CompanyBorrower for such fiscal year; (ciii) As soon as practicable after with reasonable promptness, copies of all regular and periodical reports (including Current Reports on Form 8-K) filed with, or furnished to, the end of each month, Securities and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the CompanyExchange Commission; (div) As soon as practicablepromptly after the public announcement of, but or promptly after receiving a written notice of, a change (whether an increase or decrease) in any event at least thirty (30) days prior rating issued by either S&P or Xxxxx’x, solely to the beginning extent that the Borrower is then under an existing contract with such agency for the provision of each fiscal yearratings information pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a budget for notice setting forth such change; and (v) with reasonable promptness, such other information respecting the next fiscal yearbusiness, prepared on a monthly basisoperations and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, andfrom time to time, as soon as preparedreasonably request, any other updated or revised budgets for such fiscal year prepared including, without limitation, with respect to the performance and observance by the Company Borrower of the covenants and approved conditions contained in this Agreement. Reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 shall be deemed to have been delivered on the date on which the Borrower posts such reports or financial information on the Borrower’s website (xxx.xxxxxx.xxx) or at such other website as may be notified to the Administrative Agent and the Banks or when such reports or financial information are posted on the SEC’s website at xxx.xxx.xxx; provided, that the Borrower shall notify the Administrative Agent of any such posting; and provided further that the Borrower shall deliver paper copies of the reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 to the Administrative Agent, if so requested by any Bank to the BoardAdministrative Agent, until written notice to cease delivering such paper copies is given by such Bank to the Administrative Agent.

Financial Information. The Company will furnish to provide each Major Holder or transferee thereof under Section 1.14 Investor the following reports:reports for so long as the Investor is a holder of a minimum of ten thousand (10,000) shares of Registrable Securities (as adjusted for stock splits and combinations): (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income income, stockholders' equity and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, and all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board;Company. (b) As soon as practicable after the end of each month and fiscal quarter, and in any event within thirty (30) days and forty-five (45) days thereafter (other than the last calendar month of each fiscal year)days, unaudited respectively, thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartereach such period, and unaudited consolidated statements of income and income, consolidated statements of changes in financial condition, a consolidated statement of cash flows flow of the Company and its subsidiaries, if any, subsidiaries and a statement of stockholders' equity for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for corresponding periods in the same quarter one year earlier; provided that footnotes previous fiscal year, and schedule disclosure appearing setting forth in audited financial statements shall not be requiredcomparative form the budgeted figures, prepared in accordance with generally accepted accounting principles (other than for accompanying notes), subject to changes resulting from year-end audit adjustments, all in reasonable detail and signed by the principal financial or accounting officer of the Company;. (c) As soon as practicable after its adoption by the end Board of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets Directors of the Company and its subsidiaries(the "BOARD OF DIRECTORS"), if any, as a copy of the end of the month, and unaudited consolidated statements of income and cash flows annual operating plan of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one next fiscal year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a an annual budget for the next fiscal yearyear of the Company containing profit and loss projections, prepared cash flow projections and capital expenditures, all on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Board.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 mail the following reportsreports to the Purchaser for so long as the Purchaser is a holder of any of the shares of Common Stock and the Option Shares: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) 90 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income operations and consolidated statements of cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for similar information of the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board;Company. (b) As soon as practicable after the end of the first, second and third quarterly accounting periods in each quarter, fiscal year of the Company and in any event within forty-five (45) 45 days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartereach such quarterly period, and unaudited consolidated statements of income operations and consolidated statements of cash flows of the Company and its subsidiaries, if any, for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures (other than for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredaccompanying notes), all in reasonable detail and signed signed, subject to changes resulting from year-end audit adjustments, by the principal financial or accounting officer of the Company;. (c) As soon as practicable Within 15 days after the end of each fiscal month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company as of the end of such month, unaudited consolidated statements of operations including income statements, and unaudited consolidated rolling cash flow projections for each month and for the current fiscal year to date. Such financial statements shall be prepared in accordance with generally accepted accounting principles consistently applied (other than accompanying notes), all in reasonable detail subject to year-end audit adjustments. (d) Promptly after each meeting or the execution of an action by written consent, copies of the minutes of proceedings or actions by written consent of the Company's Board of Directors and shareholders. (e) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries, if any, as the Purchaser may from time to time reasonably request. (f) For so long as the Purchaser is eligible to receive reports under this Section 7.1, it shall also have the right, at its expense, to visit and inspect any of the end of the month, and unaudited consolidated statements of income and cash flows properties of the Company and or any of its subsidiaries, if anyto examine its books of account and records, for and to discuss their affairs, finances and accounts with their officers, all at such monthreasonable times as often as may be reasonably requested, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form provided, however, that the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements Company shall not be requiredobligated to provide any information, all in reasonable detail and signed by other than to the principal financial or accounting officer representatives of the Company; (d) As soon as practicablePurchaser on the Board of Directors, but in any event at least thirty (30) days prior that it reasonably considers to the beginning of each fiscal year, be a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated trade secret or revised budgets for such fiscal year prepared by the Company and approved by the Boardto contain confidential information.

Financial Information. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. So long as an Investor is a holder of at least 400,000 shares of the Series B-1 Preferred Stock (as adjusted for any stock splits, consolidations, reorganizations and the like) or a number of Shares equal to at least 1,000,000 of the Registrable Securities (as appropriately adjusted for any stock splits, consolidations, reorganizations and the like), the Company will furnish to each Major Holder or transferee thereof under Section 1.14 such Investor the following reports: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty ninety (12090) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited certified by independent public accountants of national standing selected by the Company and approved by the Board;Company; and (b) As soon as practicable after the end of each quarterpracticable, and but in any event within forty-five (45) days thereafter after the end of each of the first three (other 3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, schedule as to the sources and application of funds for such fiscal quarter and an unaudited balance sheet of the Company and its subsidiaries, if any, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached and year-end audit adjustments may not have been made, and a statement of stockholder's equity, all for such quarter and for the current year to date and a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the number of common shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for common shares and the exchange ratio or exercise price applicable thereto, all in sufficient detail as to permit the Investor to calculate its percentage equity ownership in the Company. (c) No later than sixty (60) days prior to the last calendar month end of each fiscal year), an annual budget for the upcoming fiscal year. (d) As soon as practicable after the end of each calendar month, and in any event within 30 days thereafter, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quartereach calendar month, and unaudited consolidated statements of income profit or loss and of cash flows of the Company and its subsidiaries, if any, flow for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis period and for the current fiscal year to date and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided corresponding periods of the previous fiscal year. (e) Such other information relating to the financial condition, business or corporate affairs of the Company as the Investor may from time to time request, provided, however, that footnotes and schedule disclosure appearing in audited financial statements the Company shall not be required, all in reasonable detail and signed by the principal financial obligated under this subsection (e) or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated subsection of Section 3.1 to provide information that it deems in good faith to be a trade secret or revised budgets for such fiscal year prepared by the Company and approved by the Boardsimilar confidential information.

Financial Information. (a) The Company will furnish shall mail the following reports to each Major Holder or transferee thereof under Section 1.14 the following reportsHolder: (ai) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) 90 days thereafter, a copy of the annual audit report (prepared in accordance with generally accepted accounting principles) for such year for the Company and any consolidated subsidiary, including therein Consolidated balance sheets of the Company and its subsidiaries, if any, any such subsidiary as of the end of such fiscal year, and consolidated Consolidated statements of income and stockholders equity and statements of cash flow of the Company and any such subsidiary for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by an independent public accounting firm selected by the Company's Board of Directors; (ii) As soon as practicable after the end of the first, second, third and fourth quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, a Consolidated budget model balance sheet of the Company as of the end of each such quarterly period, and Consolidated budget model statements of income and stockholders equity and Consolidated budget model statements of cash flows of the Company and its subsidiaries, if any, any subsidiary for such yearperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board; (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal yearfor accompanying notes), unaudited consolidated balance sheets of the Company and its subsidiariessubject to changes resulting from year-end audit adjustments, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (ciii) As soon as practicable after the end of each month, and in any event within thirty (30) 30 days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited consolidated Consolidated budget model balance sheets of the Company and its subsidiaries, if any, any subsidiary as of the end of the such month, and unaudited consolidated Consolidated budget model statements of income and cash flows of stockholders' equity for each month and for the Company current fiscal year to date, and its subsidiaries, if any, for comparing such monthresults to the then current business plan, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures (other than for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredaccompanying notes), all in reasonable detail subject to changes resulting from year-end audit adjustments and signed by the principal financial or accounting officer of the Company; (div) As soon as practicable, available (but in any event at least thirty (30) within 30 days prior to before the beginning commencement of its fiscal year), an annual budget and business plan prepared on a monthly basis for each fiscal year, a budget together with any modifications thereto adopted through such fiscal year; (v) With respect to the financial statements called for in subsections (ii) and (iii) of this Section 18.1 (a), an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financial statements were prepared in accordance with generally accepted accounting principles consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by generally accepted accounting principles) and fairly present the financial condition of the Company and its results of operation for the next period specified, subject to period-end adjustment; and (vi) Such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Major Holder may from time to time reasonably request. (b) The Company shall also afford each Major Holder, at the principal offices of the Company, reasonable access to material documents of the Company and rights to examine without undue disruption the facilities and offices of the Company, upon at least five (5) days notice in advance of such visit to the Company from such Major Holder and upon receipt of a request from such Major Holder specifying which documents, offices and facilities such Major Holder wishes to inspect five (5) days in advance of such visit; but, in any event, not more than once every fiscal yearquarter. (c) The Company shall afford each Major Holder, prepared on reasonable Board of Directors' visitation rights. Such visitation rights shall include the right to designate one representative of the Major Holders (selected by the affirmative vote of a monthly basismajority of the Major Holders) to (i) receive reasonable notice in advance of all Board of Directors' meetings, and(ii) the right to receive, concurrently with receipt by members of the Board of Directors, all materials, reports and other written communications received by members of the Board of Directors and (iii) the right to attend all Board of Directors meetings. (d) The covenants set forth in this Section 18.1 shall terminate and be of no further force or effect at such time as soon as prepared, the Company is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. (e) Notwithstanding any other updated provisions of this Section 18.1 or revised budgets for such fiscal year prepared Section 13(d), the Company may require as a condition precedent to any Major Holder's rights under this Section 18.1 or Section 13(d), that each person proposing to attend any meeting of the Board of Directors and each person to have access to any of the information provided by the Company to its Board of Directors shall agree to hold in confidence and approved by trust and to act in a fiduciary manner with respect to all information so received during such meetings or otherwise; and, provided further, that the BoardCompany reserves the right not to provide such information to a Major Holder or its representative (or not to provide to a Major Holder such portions of the information which is sensitive vis & vis such Major Holder) and to exclude such Major Holder or its representative from any meeting or portion thereof to the extent necessary in order to prevent the breach of attorney client privilege or if such Major Holder or its representative is a competitor of the Company (including any of its direct or indirect subsidiaries).

Financial Information. (a) The Company Borrower will, and will furnish to cause each Major Holder or transferee thereof under Section 1.14 Subsidiary other than the following reports:Subsidiaries listed on Schedule 5.03(a) to, keep its books of account in accordance with U.S. GAAP. (a) As The Borrower will (subject to the last paragraph of this Section 5.03) furnish to the Administrative Agent for distribution to the Banks: (i) as soon as practicable after the end of each fiscal year, available and in any event within one hundred twenty (120) 60 days thereafterafter the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited consolidated balance sheets of the Company Borrower and its subsidiariesConsolidated Entities and the related unaudited consolidated statements of operations, if any, as changes in equity and cash flow of the Borrower and its Consolidated Entities for such quarter and for the portion of the Borrower’s fiscal year ended at the end of such fiscal yearquarter, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower’s previous fiscal year, all in reasonable detail and audited certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with U.S. GAAP in all material respects and consistency (except for changes concurred in by the Borrower’s independent public accountants of national standing selected accountants) by the Company and approved by Chief Executive Officer, the BoardChief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower; (bii) As as soon as practicable after the end of each quarter, and in any event within forty-five the earlier of (45i) two Domestic Business Days after filing with the Securities and Exchange Commission and (ii) 120 days thereafter (other than after the last calendar month close of each fiscal year)year of the Borrower, unaudited as at the end of and for the fiscal year just closed, consolidated balance sheets of the Company Borrower and its subsidiaries, if any, as of Consolidated Entities and the end of the quarter, and unaudited related consolidated statements of income operations, changes in equity and cash flows of flow for such fiscal year for the Company Borrower and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredConsolidated Entities, all in reasonable detail and signed certified (without any qualification as to the scope of the audit) by KPMG LLP or other independent public accountants of nationally recognized standing selected by the principal financial or accounting officer Borrower, who shall have audited the books and accounts of the CompanyBorrower for such fiscal year; (ciii) As soon as practicable after with reasonable promptness, copies of all regular and periodical reports (including Current Reports on Form 8-K) filed with, or furnished to, the end of each month, Securities and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the CompanyExchange Commission; (div) As soon as practicablepromptly after the public announcement of, but or promptly after receiving a written notice of, a change (whether an increase or decrease) in any event at least thirty (30) days prior rating issued by either S&P, Moody’s or Fitch, solely to the beginning extent that the Borrower is then under an existing contract with such agency for the provision of each fiscal yearratings information pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a budget for notice setting forth such change; and (v) with reasonable promptness, such other information respecting the next fiscal yearbusiness, prepared on a monthly basisoperations and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, andfrom time to time, as soon as preparedreasonably request, any other updated or revised budgets for such fiscal year prepared including, without limitation, with respect to the performance and observance by the Company Borrower of the covenants and approved conditions contained in this Agreement. Reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 shall be deemed to have been delivered on the date on which the Borrower posts such reports or financial information on the Borrower’s website (xxx.xxxxxx.xxx) or at such other website as may be notified to the Administrative Agent and the Banks or when such reports or financial information are posted on the SEC’s website at xxx.xxx.xxx; provided, that the Borrower shall notify the Administrative Agent of any such posting; and provided further that the Borrower shall deliver paper copies of the reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 to the Administrative Agent, if so requested by any Bank to the BoardAdministrative Agent, until written notice to cease delivering such paper copies is given by such Bank to the Administrative Agent.

Financial Information. The Company will furnish to each Major Series A Preferred Holder or transferee thereof under Section 1.14 the following reportsfollowing: (a) As soon as practicable after the end of each fiscal yearyear of the Company ending on or after December 31, 2005, and in any event within one hundred twenty ninety (12090) days thereafter, a copy of the annual audited consolidated financial statements for such fiscal year for the Company and its Subsidiaries, if any, including therein balance sheets of the Company and its subsidiariesSubsidiaries, if any, as of the end of such fiscal year, year and consolidated statements of income and members’ equity and of cash flows of the Company and its subsidiaries, if any, for such fiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all prepared in reasonable detail accordance with generally accepted accounting principles consistently applied (“GAAP”), all such consolidated statements to be duly certified by the Vice President - Finance and audited Administration and Treasurer of the Company and by such independent public accountants of recognized national standing selected by the Company and approved by the BoardManagement Board to prepare such reports; (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, available and in any event within thirty (30) days thereafter (other than after the last end of each calendar month of each fiscal year), unaudited (herein called a “Fiscal Month”): (i) consolidated balance sheets of the Company and its subsidiariesSubsidiaries, if any, as of the end of the month, such Fiscal Month and unaudited consolidated statements of income income, cashflows and cash flows retained earnings of the Company and its subsidiariesSubsidiaries, if any, (i) for such monthFiscal Month and (ii) for such Fiscal Month as set forth in the Annual Budget (as defined below), prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the corresponding figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredpreceding fiscal year, all in reasonable detail and signed duly certified by the principal financial or accounting officer Vice President - Finance and Administration and Treasurer of the Company;Company as having been prepared in accordance with the internal procedures of the Company (subject to year-end audit adjustments), consistently applied; and (ii) a letter from the Vice President - Finance and Administration and Treasurer of the Company describing revenue and operations of the Company for the respective period covered in such letter; and (c) As soon as available, and in no event later than January 31 of each year, an annual budget and quarterly and monthly operating budgets for the forthcoming fiscal year in a form and with such detail as may be acceptable to a majority of the Management Board (including the affirmative vote of a VSH Manager Designee) which shall include, among other things, an operating business plan and financial projections showing all reasonable assumptions (the “Annual Budget”). (d) As soon Promptly upon request, such other financial statements and reports, and such other information, certificates and documents as practicable, but in may be reasonably requested by any event at least thirty VSH Manager Designee for purposes of enabling VSH and its Affiliates to comply with applicable Law and all rules and regulations of any exchange or system on which any securities of VSH or its Affiliates may be listed or traded from time to time. (30e) days prior to the beginning Each of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved its Subsidiaries will maintain a system of internal accounting controls sufficient in the judgment of the Management Board and VSH to provide reasonable assurance that (i) transactions are executed in accordance with the Management Board’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of consolidated financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with the Management Board’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company will maintain controls and procedures and design such disclosure controls and procedures sufficient in the judgment of the Management Board and VSH to ensure that material information relating to the Company and its Subsidiaries is made known to (i) the chief executive officer and chief financial officer of the Company by others within the Company and (ii) by the Boardchief executive officer and chief financial officer of the Company to VSH or its Affiliates.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reports(a) Imperial must: (ai) As as soon as practicable the same become available, but in any event within 180 days after the end of each fiscal yearof its financial years, and in any event within one hundred twenty (120) days thereafter, deliver to the Facility Agent the audited consolidated balance sheets accounts of the Company and its subsidiaries, if any, as of the end of such fiscal Group for that financial year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board; (bii) As as soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicablebecome available, but in any event at least thirty (30) within 90 days prior after the end of the first half of each of its financial years, deliver to the beginning Facility Agent the half yearly financial statements of each fiscal yearthe Group for that period required to be sent to the holders of Imperial’s listed shares pursuant to the Stock Exchange Publication “Admission of Securities to Listing”, a budget for or any equivalent statement or report required to be so delivered by any replacement or successor publication dealing with the next fiscal year, prepared on a monthly basis, and, information obligations of listed companies; (iii) as soon as preparedthe same become available but in any event within either 30 days of the same being filed at Companies House or within 180 days of the end of each of its financial years whichever is the earlier, deliver to the Facility Agent the audited accounts of each Borrower for each financial year; and (iv) Imperial shall ensure that each set of accounts referred to in paragraphs (i), (ii) and (iii) above (except as may be stated in the notes): (A) are prepared in accordance with approved accounting standards in the U.K. or such other accounting standards as agreed in accordance with paragraph (b)(i) below; (B) in the case of the accounts referred to in paragraphs (i) and (iii) above, give a true and fair view of the financial condition of the Group or, as the case may be, each Borrower as at the date to which they were drawn up and the results of the Group’s or, as the case may be, each Borrower’s operations during the relevant financial year; and (C) in the case of the accounts referred to in paragraph (ii) above, fairly represents the financial condition of the Group during the period to which it relates. (b) Imperial must: (i) notify the Facility Agent of any other updated or revised budgets for such fiscal change to the basis on which its audited consolidated financial statements are prepared and any change to its financial year prepared end; (ii) if requested by the Company and approved Facility Agent, supply to the Facility Agent: (A) a full description of any change notified under paragraph (i) above; and (B) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the Boardset of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement; (iii) if requested by the Facility Agent (and, if requested by Imperial, the Facility Agent must) enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place Imperial and the Lenders in the same position as they would have been in if the change had not happened. Any agreement between Imperial and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties; and (iv) if no agreement is reached under paragraph (iii) above on the required amendments to this Agreement, ensure that its auditors or another firm of accountants certify those amendments and the certificate of the auditors or another firm of accountants will be, in the absence of manifest error, binding on all the Parties. In preparing the report the auditors or another firm of accountants will act as independent experts and not as auditors.

Financial Information. The Until the first to occur of (i) the date on --------------------- which the Company is required to file a report pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), by reason of the Company having registered any of its securities pursuant to Section 12(g) of the Exchange Act or (ii) quotations for the Common Stock of the Company are reported by the automated quotations system operated by the National Association of Securities Dealers, Inc. or by an equivalent quotations system or (iii) shares of the Common Stock of the Company are listed on a national securities exchange registered under Section 6 of the Exchange Act, the Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reportsPurchaser: (a) As so long as such Purchaser or its affiliates own any of the Series A Shares or Common Stock issued upon conversion of the Series A Shares, as soon as practicable after the end of each fiscal year, and in any event within one hundred twenty 90 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of operations and consolidated statements of cash flow of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles, all in reasonable detail and certified by independent public accountants of recognized national standing selected by the Company; and (120b) so long as the Purchaser continues to hold at least 100,000 shares of the Company's Series A Preferred Stock (as adjusted for stock splits, combinations, dividends, distributions or recapitalizations), as soon as practicable after the end of each month and in any event within 15 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, month and consolidated statements of income and cash flows of the Company and its subsidiaries, if anyflow statements, for such yearmonth and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures (except for the previous fiscal yearrequired footnotes), all in reasonable detail and audited by independent public accountants of national standing selected signed, subject to changes resulting from year-end audit adjustments, by the Company and approved by principal financial officer or chief executive officer of the Board;Company; and (bc) As at such time as the Purchaser or its affiliates are no longer entitled to receive information under Section 6.1(b) above and so long as such Purchaser or its affiliates own any of the Series A Shares or Common Stock issued upon conversion of the Series A Shares, as soon as practicable after the end of each fiscal quarter, and in any event within forty-five (45) 45 days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of at the end of the such fiscal quarter, and unaudited consolidated statements of income operations and consolidated statements of cash flows flow of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures (except for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredrequired footnotes), all in reasonable detail and signed signed, subject to changes resulting from year-end audit adjustments, by the principal financial officer or accounting chief executive officer of the Company;; and (cd) As so long as the Purchaser continues to hold at least 100,000 shares of the Company's Series A Preferred Stock (as adjusted for stock splits, combinations, dividends, distributions or recapitalizations), as soon as practicable after the end of each month, and in any event within thirty no later than sixty (3060) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of before the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a an annual budget for the next fiscal year, prepared (consisting of projected income statements and projected cash flow statements reported on a monthly basis, and, as soon as prepared, any other updated or revised budgets ) for such the subsequent fiscal year prepared by the Company and approved by the Boardyear.

Financial Information. The Company Borrower will furnish deliver to each Major Holder or transferee thereof under Section 1.14 the following reports: Lenders (a) As as soon as practicable after the end of each fiscal year, available and in any event within one hundred twenty five (120105) days thereafterafter the end of each fiscal year of the Borrower, the consolidated balance sheets sheet of the Company Borrower and its subsidiaries, if any, Subsidiaries as of the end of such fiscal year, year and consolidated the related statements of income revenue and expenses, statements of shareholder's equity and statements of cash flows of the Company and its subsidiaries, if any, flow for such year, accompanied by the audit report thereof by independent certified public accountants selected by the Borrower and approved by the Agent (which report shall be prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form shall not he qualified by reason of restricted or limited examination of any material portion of the figures for the previous fiscal year, all in reasonable detail Borrower's (or any Subsidiary's) records and audited by independent public accountants shall contain no disclaimer of national standing selected by the Company and approved by the Board; opinion); (b) As as soon as practicable available and in any event within sixty (60) days after the end of each quarterof the first three fiscal quarters of the Borrower, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets sheet and statement of revenues and expenses, statement of shareholder's equity and statement of cash flow of the Company Borrower and its subsidiaries, if any, Subsidiaries as of the end of such fiscal quarter (including the fiscal year to the end to such fiscal quarter), accompanied by an Officer's Certificate substantially in the form of attached Exhibit F to the effect that such unaudited balance sheet and unaudited consolidated related statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form present fairly the figures for the same quarter one year earlier; provided that footnotes consolidated financial position and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer results of operations of the Company; (c) As soon as practicable after Borrower and the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, Subsidiaries as of the end of and for such fiscal quarter; (c) within sixty (60) days after the month, and unaudited consolidated statements close of income and cash flows each of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer first three fiscal quarters of the Company; Borrower and within one hundred five (105) days after the close of each of the Borrower's fiscal years, an Officer's Certificate substantially in the form of the attached Exhibit F stating that as of the close of such fiscal quarter no Default or Event of Default had occurred and was continuing; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as preparedavailable, all reports sent by Borrower to its shareholders and all quarterly and annual reports filed by Borrower with the Securities and Exchange Commission and each other Governmental Authority having jurisdiction over Borrower; and (e) all other statements, reports and other information as the Agent or any other updated Lender may reasonably request concerning the financial condition and business affairs of the Borrower or revised budgets for such fiscal year prepared by the Company and approved by the Boardany of Borrower's Subsidiaries.

Financial Information. The Company will furnish to each such Major Holder or transferee thereof under Section 1.14 Investor the following reports: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafterthereafter (or such longer period as is approved by the Board, including each of the Preferred Directors), audited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited certified by independent public accountants of national standing selected by the Company and approved by the BoardCompany; (b) As soon as practicable after the end of each quarterpracticable, and but in any event within forty-five (45) days thereafter (other than after the last calendar month end of each quarter of each fiscal year)year of the Company, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quartersuch quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarterquarterly period, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one corresponding quarterly periods of the previous fiscal year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredthe figures projected by the Company’s annual budget, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and signed certified by the principal financial or accounting officer of the Company, except such financial statements need not contain the notes required by generally accepted accounting principles; (c) As soon as practicable after the end of each calendar month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of each calendar month setting forth in comparative form the monthresults projected by the Company’s annual budget, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, flow for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis period and setting forth in each case in comparative form the figures for the same month one current fiscal year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Companyto date; (d) As soon as practicable, but in any event at least thirty (30) days prior to practicable after the beginning end of each fiscal yearquarter, a budget statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the next fiscal yearend of the quarterly period, prepared on a monthly basisand the number of common shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for common shares and the exchange ratio or exercise price applicable thereto, and, all in sufficient detail as soon as prepared, any other updated or revised budgets for such fiscal year prepared by to permit the Company and approved by Major Investor to calculate its percentage equity ownership in the BoardCompany.

Financial Information. The Company will Lessee also agrees to furnish to each Major Holder or transferee thereof under Section 1.14 Lessor during the following reportsLease Term: (a1) As as soon as practicable possible and in any event within ten (10) days after the occurrence of a Default or Lessee Event of Default, a certificate of Lessee, signed by a vice president of Lessee, setting forth in detail the nature of such Default or Lessee Event of Default and the action which the Lessee proposes to take with respect thereto; (2) from time to time, such information as Lessor may reasonably request with respect to the operations of Lessee in order to determine whether the covenants, terms and provisions of this Lease have been complied with by Lessee; (3) such information as may be required to enable Lessor to file any reports required to be filed with any Governmental Authority because of Lessor's ownership of the Items of Equipment; (4) as soon as available, quarterly and year-end unaudited Reports of each fiscal yearFinancial and Operating Statistics for Large Certified Air Carriers (U.S. Department of Transportation Form 41 Schedule A); (5) as soon as available, and in any event within one hundred twenty sixty (12060) days thereafter, consolidated balance sheets after the end of each of the Company first three fiscal quarters, an unaudited balance sheet of the Lessee and its consolidated subsidiaries, if any, as of the end of such fiscal year, quarter and consolidated related unaudited statements of income and cash flows retained earnings of the Company Lessee and its consolidated subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the corresponding figures for the previous corresponding period of the preceding fiscal year; (6) as soon as available, and in any event within 120 days after the end of each fiscal year of Lessee, a financial report for the Lessee for such year, including therein a balance sheet of Lessee as of the end of such fiscal year and related statements of income and retained earnings and changes in financial position of the Lessee for such fiscal year, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected as certified by the Company Lessee's public accountants, including their certificate and approved by the Boardaccompanying comments; (b7) As soon as practicable after the end promptly upon their becoming available, one copy of each quarterfinancial statement, report, notice or proxy statement sent by Lessee to stockholders generally and of each regular or periodic report, registration statement or prospectus filed by Lessee with any securities exchange or the Securities and Exchange Commission or any successor agency, and of any order issued by any Governmental Authority in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared proceeding in accordance with generally accepted accounting principles applied on which Lessee is a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlierparty; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company;and (c) As soon 8) from time to time, such statistical information concerning the In-Use Aircraft as practicable after the end of each monthLessor may reasonably request to enable Lessor to evaluate, and in calculate and/or report any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the BoardTaxes.

Financial Information. The So long as an Investor is a holder of not less than 1,000,000 shares of Registrable Securities (as adjusted for any stock splits, consolidations and the like) the Company will furnish to each Major Holder or transferee thereof under Section 1.14 the Investor the following reports: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter, audited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited certified by independent public accountants of national standing selected by the Company and approved by the BoardCompany; (b) As soon as practicable after the end of each quarterpracticable, and but in any event within forty-five (45) days thereafter after the end of each of the first three (other than the last calendar month 3) quarters of each fiscal year)year of the Company, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quartersuch quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarterquarterly period, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one corresponding quarterly periods of the previous fiscal year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredthe figures projected by the Company’s annual budget, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and signed certified by the principal financial or accounting officer of the Company, except such financial statements need not contain the notes required by generally accepted accounting principles; (c) As soon as practicable after the end of each calendar month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of each calendar month setting forth in comparative form the monthresults projected by the Company’s annual budget, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, flow for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis period and setting forth in each case in comparative form the figures for the same month one current fiscal year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Companyto date; (d) As soon as practicable, but in any event at least thirty (30) days prior to practicable after the beginning end of each fiscal yearquarter, a budget statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the next fiscal yearend of the quarterly period, prepared on a monthly basisand the number of common shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for common shares and the exchange ratio or exercise price applicable thereto, and, all in sufficient detail as soon as prepared, any other updated or revised budgets for such fiscal year prepared by to permit the Company and approved by Investor to calculate its percentage equity ownership in the BoardCompany.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reports:reports (i) to Sega Enterprises, Ltd., (ii) to Itochu Corporation and Itochu Technology, Inc., collectively, (iii) to Worldview Technology Partners I, L.P. and its affiliates (collectively, "Worldview"), so long as Worldview owns at least four hundred thousand (400,000) shares of Preferred Stock or Common Stock issued upon conversion of the Preferred Stock, or any combination thereof, (iv) to any other Holder, so long as such Holder (and its affiliates) owns at least one million (1,000,000) shares of Preferred Stock or Common Stock issued upon conversion of the Preferred Stock, or any combination thereof (as presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like): (a) As soon as practicable after the end of each fiscal yearyear of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited certified by independent public accountants of recognized national standing selected by the Company and approved by the Board;Company. (b) As soon as practicable after the end of the first, second, and third quarterly accounting periods in each quarterfiscal year of the Company, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartereach such quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, subsidiaries for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredcorresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and signed certified by the principal financial or accounting officer of the Company;, except that such financial statements need not contain the notes required by generally accepted accounting principles. (c) As soon as practicable after From the end date the Company becomes subject to the reporting requirements of each monththe Exchange Act (which shall include any successor federal statute), and in any event within thirty lieu of the financial information required pursuant to Sections 2.1(a) and (30) days thereafter (other than the last calendar month of each fiscal yearb), unaudited consolidated balance sheets copies of the Company its annual reports on Form 10-K and its subsidiariesit quarterly reports on Form 10-Q, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Boardrespectively.

Financial Information. The (i) So long as any of the Securities remain outstanding, the Company will furnish provide the following information to each Major Holder or transferee thereof under Section 1.14 the following reportsBuyer: (aA) As as soon as practicable and in any event within 45 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, consolidated statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, and certified by the Chief Financial Officer of the Company, subject to changes resulting from year-end adjustments; (B) as soon as practicable and in any event within 90 days after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income operations, stockholders' equity and cash flows of the Company and its subsidiaries, if any, Subsidiaries for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and the consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding consolidated figures from the figures for preceding annual audit and certified to the previous fiscal year, all in reasonable detail and audited Company by independent public accountants of recognized national standing selected by the Company and approved by the BoardCompany; (bC) As soon as practicable promptly after their becoming available, copies of all registration statements and reports which the Company or any of its Subsidiaries shall have filed with the SEC or any national securities exchange or quotation system; (D) promptly after the end mailing thereof to the holders of Common Stock of the Company, copies of all financial statements, reports and proxy statements so mailed; (E) promptly after their becoming available, copies of all reports and compliance certificates filed in connection with the Financing Agreements and the Congress Facility; and (F) true, complete and correct copies of all documents, reports, financial data and other information that each quarterBuyer may reasonably request. (ii) The Company shall permit the authorized representatives designated by each Buyer to visit and inspect any of the properties of the Company or any of its Subsidiaries, including their books of account, and in any event within forty-five to discuss their affairs, finances and accounts with their officers, all at such times as each Buyer may reasonably request. (45iii) days thereafter (other than Each Buyer shall have the last calendar month of each fiscal year), unaudited consolidated balance sheets right to consult with and advise the management of the Company and its subsidiaries, if anyupon reasonable notice at reasonable times from time to time, as of on all matters relating to the end of the quarter, and unaudited consolidated statements of income and cash flows operation of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the BoardSubsidiaries.

Financial Information. The Company will furnish Borrower shall furnish, or cause to each Major Holder or transferee thereof under Section 1.14 be furnished, to the following reportsLender: (ai) As soon as practicable Within five (5) days after expiration of each calendar month, an internally generated income statement showing revenue performance at each operating retail store including number of transactions per day and the average dollar amount per transaction. (ii) Within forty five (45) days after the end expiration of each fiscal yearcalendar quarter, an internally prepared unaudited balance sheet of the Borrower Group as of the close of such calendar quarter, and an internally prepared unaudited statement of income of the Borrower Group for such calendar quarter, prepared in conformity with IFRS (subject to year-end adjustments and the absence of footnotes), applied on a basis consistent with that of the preceding quarter (or accompanied by disclosure of the effect on the financial position or results of operations of the Borrower Group of any event within change in the application of the accounting principles during such period); (iii) Within one hundred twenty (120) days thereafter, consolidated balance sheets after the close of each fiscal year of the Company Borrower Group, audited consolidated, and its subsidiariesunaudited consolidating, if any, balance sheet of the Borrower Group as of the end close of such fiscal year, and consolidated audited consolidated, and unaudited consolidating, statement of income, retained earnings, and cash flow of the Borrower Group for such fiscal year, prepared in conformity with IFRS applied on a basis consistent with that of the preceding fiscal year (or accompanied by disclosure of the effect on the financial position or results of operations of the Borrower Group of any change in the application of the accounting principles during that year), and accompanied by an opinion or report of such firm of independent certified public accountants as is selected by the Borrower, and acceptable to the Lender, which opinion shall state that such financial statements present the financial position of income the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with IFRS, and that the examination of the Company and its subsidiaries, if any, for such year, prepared accountants in connection with such financial statements has been made in accordance with generally accepted accounting principles applied on auditing standards, and that such audit provides a consistent reasonable basis and setting forth for such opinion in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Boardcircumstances; (biv) As soon With the delivery of the financial statements in Section 5.01(c) (ii) and (iii), a completed and signed “Covenant Compliance Certificate,” in the form attached hereto as practicable Exhibit 5.01(c)(iv); (v) Within ten (10) days after the end of each fiscal quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of Borrower shall deliver to the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on Lender a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlierValuation Statement; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company;and (cvi) As soon as practicable after the end of each month, and in any event within Within thirty (30) days thereafter (of request by the Lender, such other than financial information as the last calendar month of each fiscal year), unaudited consolidated balance sheets Lender may reasonably request. In the event the Borrower fails to provide any or all of the Company and its subsidiariesfinancial reporting information required herein, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements Borrower shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; have ten (d) As soon as practicable, but in any event at least thirty (3010) days prior after notice from Lender to the beginning provide such financial reporting information before it shall be an Event of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the BoardDefault hereunder.

Financial Information. The Company CNSI will furnish to each Major Holder or transferee thereof under Section 1.14 the following reportsreports to VPLP: (a1) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty ninety (12090) days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if anyCNSI, as of at the end of such fiscal year, and consolidated statements of income operations, accumulated earnings and cash flows of the Company and its subsidiaries, if any, CNSI for such year, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by CNSI) and audited certified by independent public accountants of recognized national standing selected by the Company and approved by the Boardstanding; (b2) As soon as practicable after the end of the first, second and third quarterly accounting periods in each quarterfiscal year, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year)thereafter, a consolidated, unaudited consolidated balance sheets sheet of the Company and its subsidiaries, if any, CNSI as of the end of the quartereach such quarterly period, and consolidated, unaudited consolidated statements of income operations, accumulated earnings and cash flows of the Company and its subsidiaries, if any, CNSI for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided corresponding periods of the previous fiscal year, except that the unaudited financial statements need not contain footnotes and schedule disclosure appearing in audited financial statements shall not be requiredsubject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon CNSI's finances or the results of its operations, all in reasonable detail and signed certified by the principal financial or accounting officer of the CompanyCNSI; (c3) So long as CNSI is subject to the reporting requirements of the Exchange Act, in lieu of the documents required by Sections 4.1 (1) and (2) and within the time periods required in Sections 4.1 (1) and (2) for the furnishing of financial information or as soon as otherwise available, whichever is earlier, copies of all documents filed by CNSI with the SEC, including, but not limited to, its reports filed on Form 10-K, Form 10-Q, Form 8-K or any successor form or forms; (4) As soon as practicable after the end of each month, available information and data on any material adverse changes in or any event within thirty (30) days thereafter (other than or condition which materially adversely affects or could materially adversely affect the last calendar month business, operations, properties or plans of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the CompanyCNSI; (d5) As soon as practicableImmediately upon becoming aware of any condition or event which constitutes a breach of the Credit Documents, but in or any event at least thirty agreement contemplated hereby, written notice specifying the nature and period of existence thereof an what action CNSI is taking or proposes to take with respect thereto; and (306) days prior With reasonable promptness, such other information and data with respect to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, andCNSI, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the BoardVPLP may from time to time reasonably request.

Financial Information. The Company will furnish Cause to each Major Holder or transferee thereof under Section 1.14 be delivered to the following reports:Bank: --------------------- (a) 6.6.1 As soon as practicable and in any event within 51 days after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter, consolidated balance sheets quarter of each fiscal year of the Company and its subsidiaries, if any, Borrower an unaudited balance sheet of the Borrower as of at the end of such fiscal year, period and consolidated the related statements of income operations, stockholders' equity (deficiency) and cash flows flow of the Company and its subsidiaries, if any, Borrower for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and quarter setting forth in each case in comparative form the figures for the corresponding periods of the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected certified by the Company Chief Financial Officer of the Borrower that they fairly present the financial condition of the Borrower as at the dates indicated and approved by the Boardresults of its operations for the periods indicated, subject to changes resulting from audit and normal year-end adjustment; (b) 6.6.2 As soon as practicable and in any event within 105 days after the end of each quarterfiscal year of the Borrower, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, Borrower as of at the end of such year and the quarter, and unaudited consolidated related statements of income operations, stockholders' equity (deficiency) and cash flows flow of the Company and its subsidiaries, if any, Borrower for such quarterfiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case case, in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredprevious year, all in reasonable detail and signed (i) in the case of such financial statements, accompanied by a report thereon of BDO Xxxxxxx or other independent certified public accountants of recognized international standing selected by the principal Borrower which reports shall state that such financial statements present fairly the financial position of the Borrower as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise stated therein) and that the examination by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and (ii) in the case of such financial statements, certified by the chief financial or accounting other senior officer of the CompanyBorrower, as applicable; (c) 6.6.3 As soon as practicable and in any event within 30 days after the end of each calendar month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Boardstatement comparing actual collection of License Payments with projected collections.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reports: (a) As At Seller’s sole cost and expense, Seller shall (i) deliver to Buyer by April 30, 2014 audited combined balance sheets, income statements and statements of cash flows and shareowner’s equity (deficit) of the Transferred Business on an historical basis taking into account adjustments required by Regulation S-X and prepared on a “predecessor” basis (together with an unqualified report of Seller’s independent accountants thereon; provided, that the inclusion of explanatory language in the report, without more, will not make such report qualified) as of and for the years ending December 31, 2011, December 31, 2012 and December 31, 2013 (such audited combined financial statements, the “Audited Financial Statements”), (ii) unless the Closing has occurred prior to May 6, 2014, deliver to Buyer as soon as reasonably practicable after the end of each fiscal year, and but in any event within one hundred twenty no later than May 30, 2014 unaudited combined balance sheets, income statements and statements of cash flows and shareowner’s equity (120deficit) days thereafter, consolidated balance sheets of the Company Transferred Business on an historical basis taking into account adjustments required by Regulation S-X and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared on a “predecessor” basis (reviewed by Seller’s independent accountants in accordance with generally accepted accounting principles applied SAS 100) as of and for the three months ended March 31, 2014 and the three months ended Mxxxx 00, 0000, (xxx) unless the Closing has occurred prior to August 5, 2014, deliver to Buyer as soon as reasonably practicable but in any event no later than August 9, 2014 the unaudited combined balance sheets, income statements and statements of cash flows and shareowner’s equity (deficit) of the Transferred Business on an historical basis taking into account adjustments required by Regulation S-X and prepared on a consistent “predecessor” basis (reviewed by Seller’s independent accountants in accordance with SAS 100) as of and setting forth in each case in comparative form the figures for the previous fiscal yearthree and six months ended June 30, all 2014 and the three and six months ended June 30, 2013, and (iv) unless the Closing has occurred prior to November 4, 2014, deliver to Buyer as soon as reasonably practicable but in reasonable detail any event no later than November 9, 2014 the unaudited combined balance sheets, income statements and statements of cash flows and shareowner’s equity (deficit) of the Transferred Business on an historical basis taking into account adjustments required by Regulation S-X and prepared on a “predecessor” basis (reviewed by Seller’s independent accountants in accordance with SAS 100) as of and for the three and nine months ended September 30, 2014 and the three and nine months ended September 30, 2013 (together with such interim consolidated financial statements delivered pursuant to clauses (ii) and (iii), the “Interim 2014 Financial Statements”); provided, however, that if the Closing has not occurred prior to February 28, 2015, the Seller shall also deliver to Buyer as soon as reasonably practicable but in any event no later than April 30, 2015 audited combined balance sheets, income statements and statements of cash flows and shareowner’s equity (deficit) of the Transferred Business on an historical basis taking into account adjustments required by Regulation S-X and prepared on a “predecessor” basis (together with an unqualified report of Seller’s independent public accountants thereon; provided, that the inclusion of national standing selected by explanatory language in the Company report, without more, will not make such report qualified) of the Transferred Business for the year ending December 31, 2014 (together with the Audited Financial Statements and approved by the Board;Interim 2014 Financial Statements, the “Financial Statements”). (b) As soon as practicable Following the Closing Date for a period of one year, Seller shall provide Buyer with such financial information from and after January 1, 2013 through the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, Closing for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited which quarterly financial statements shall were not be required, all in reasonable detail and signed by previously provided to Buyer as the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance Buyer may reasonably request with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior respect to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared Transferred Business that may be required by the Company and approved by the BoardBuyer to comply with its SEC reporting obligations.

Financial Information. The Subject to Section 8.10, the Company will furnish deliver or provide to each Major Holder or transferee thereof under Section 1.14 the following reportsPurchasers: (a) As as soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) 120 days thereafter, consolidated (i) the balance sheets sheet of the Company and its subsidiaries, if any, as of the end of such fiscal year, year and consolidated statements a statement of income operations and cash flows flow of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP and setting forth in each case in comparative form the figures similar information for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved (ii) a reserve report audited by an independent reservoir reserve auditing firm of national standing selected by the BoardCompany; (b) As as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within 45 days thereafter, a balance sheet of the Company as of the end of each such quarterly period and a statement of operations and cash flow of the Company for such period and for the current fiscal year to date, prepared in accordance with GAAP (other than for accompanying notes and subject to normal year-end audit adjustments), all in reasonable detail and certified by the principal financial or accounting officer of the Company that they were so prepared; (c) as soon as practicable after the end of each quarterfiscal month, and in any event within forty-five (45) 30 days thereafter (other than the last calendar month of each fiscal year)thereafter, an unaudited consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartersuch month, an unaudited statement of operations and cash flow for each month, together with a monthly internal management report and bi-weekly staff reports, and unaudited consolidated for the current fiscal year to date. Such fiscal statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, shall be prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required(other than accompanying notes), all in reasonable detail and signed signed, subject to year-end audit adjustments, by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company;and (d) As soon as practicable, but in any event at least thirty (30) within 30 days prior to the beginning of each fiscal year, a budget for an annual plan (the next fiscal year"Annual Plan"). The Annual Plan shall set forth in reasonable detail forecasted balance sheets, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets statements of operations and statements of cash flows for such fiscal year prepared by the Company and approved by the Boardfor each month within that year.

Financial Information. The Company will furnish Borrowers and Holdings shall deliver to the Agent and each Major Holder or transferee thereof under Section 1.14 the following reportsLender: (a) As as soon as practicable and in any event within 60 days after the end of each quarterly period (other than the last quarterly period) (commencing with the fiscal yearquarter ending September 30, and 2021) in each fiscal year (or if earlier, 10 Business Days after the date required to be filed with the SEC), or the date on which another creditor of any event within one hundred twenty (120) days thereafterLoan Party first receives such information, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company Holdings and its subsidiariesSubsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, if anyand a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such quarterly period, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous corresponding period in the preceding fiscal year, all in reasonable detail and audited certified by independent public accountants an authorized financial officer of national standing selected by the Company and approved by the BoardLoan Parties, subject only to changes resulting from year-end adjustments; (b) As as soon as practicable and in any event within the earlier to occur of 120 days after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets year of the Company and its subsidiariesLoan Parties (or if earlier, if any, as 10 Business Days after the date required to be filed with the SEC) or the date on which another creditor of the end of the quarterLoan Parties first receives such information, and unaudited consolidated statements of income and cash flows of the Company Holdings and its subsidiaries, if any, Subsidiaries for such quarteryear and a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form corresponding figures from the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredpreceding annual audit, all in reasonable detail and signed reasonably satisfactory in scope to the Required Lenders and certified by the principal financial or accounting officer independent public accountants of recognized standing whose opinion shall be unqualified (other than solely as a result of the Companyupcoming maturity of the Obligations within one year from the time such opinion is delivered) and otherwise satisfactory in scope and substance to the Required Lenders, provided that such opinion shall be deemed otherwise satisfactory if prepared in accordance with GAAP and generally accepted accounting standards; (c) As soon together with each delivery of financial statements required by clauses (a) and (b) above, a Compliance Certificate (i) setting forth the aggregate amount of Restricted Payments made during such fiscal period and computations showing the calculation of the covenants in Sections 7.01, 7.03(c), 7.04(d), and 7.04(e); (ii) listing the Unencumbered Investment Properties and each other asset included in the calculation of Unencumbered Income Producing Assets Value and separately setting forth computations showing the calculation of the Unencumbered Income Producing Assets Value of each Unencumbered Investment Property and each other asset included therein; and (iii) stating that to the best of his or her knowledge, after due inquiry, there exists no Default as practicable of the date of the Compliance Certificate, or if any such Default exists, specifying the nature and period of existence thereof and what action the Loan Parties propose to take with respect thereto; (d) promptly upon transmission thereof, copies of all such financial, proxy and information statements, notices and other reports as are sent to Holdings’ stockholders generally and copies of all registration statements (with such exhibits as any holder reasonably requests) and all reports which are filed with the SEC; (e) promptly upon receipt thereof, a copy of each other material report submitted to Holdings or any of its Subsidiaries by independent accountants in connection with any material annual, interim or special audit made by them of the books of Holdings or such Subsidiary pursuant to a request by Holdings’ board of directors; (f) promptly after the end furnishing thereof, copies of each monthany certificate or report furnished to any other holder of the debt securities of any Loan Party pursuant to the terms of the Note Purchase Agreement or any other indenture, loan, credit or similar agreement or instrument and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.01; (g) at the time of delivery of the financial statements referenced in Section 6.01(b), an annual forecast of Holdings for the then current fiscal year; (h) annually, a report with respect to the real property of the Loan Parties substantially in form and substance similar to that certain supplemental real estate and financial information report with respect to Holdings reported as of and for the fiscal year ended December 31, 2020 or otherwise in form and substance satisfactory to the Agent; (i) promptly following any request therefor, information and documentation reasonably requested by the Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, the Act and the Beneficial Ownership Regulation; (j) promptly, notice of any change or possible change in a Debt Rating; (k) promptly, and in any event within thirty (30) days thereafter (other than the last calendar month five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each fiscal yearnotice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; (l) notice of the occurrence of any Default; and (m) promptly, of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including any of the following (to the extent they have resulted or could reasonably be expected to result in a Material Adverse Effect) (i) breach or non-performance of, or any default under, a Contractual Obligation of Holdings or any Subsidiary; (ii) any action, suit, dispute, litigation, investigation, proceeding or suspension involving any Loan Party or any Subsidiary or any of their respective properties and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting 82 Holdings or any Subsidiary, including pursuant to any applicable Environmental and Safety Laws. Each Loan Party also covenants that forthwith upon a Responsible Officer obtaining actual knowledge of a Default, it will deliver to the Agent and the Lenders an Officers’ Certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto. Documents required to be delivered pursuant to Section 6.01(a), unaudited consolidated balance sheets of (b), (d) or (h) (to the Company extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and its subsidiariesif so delivered, shall be deemed to have been delivered on the date (i) on which Holdings and the Borrowers post such documents, or provides a link thereto on the Borrowers’ website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Holding’s or a Borrower’s behalf on an Internet or intranet website, if any, as to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (i) Holdings and the Borrowers shall deliver paper copies of such documents to the Agent or any Lender that requests Holdings and the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) the Company shall notify the Agent and each Lender (by facsimile or electronic mail) of the end posting of any such documents. The Agent shall have no obligation to request the delivery or to maintain copies of the monthdocuments referred to above, and unaudited consolidated statements of income and cash flows of in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its subsidiariescopies of such documents. Each Borrower hereby acknowledges that (a) the Agent and/or the Arrangers may, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements but shall not be requiredobligated to, all in reasonable detail make available to the Lenders and signed the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the principal financial Borrower Materials on Debt Domain, IntraLinks, Syndtrak or accounting officer another similar electronic system (the “Platform”) and (b) certain of the Company; Lenders (deach, a “Public Lender”) As soon may have personnel who do not wish to receive material non-public information with respect to such Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” such Borrower shall be deemed to have authorized the Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as practicablenot containing any material non-public information with respect to such Borrower or its securities for purposes of United States Federal and state securities laws (provided, but in any event at least thirty (30) days prior however, that to the beginning extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of each fiscal year, a budget the Platform designated “Public Side Information;” and (z) the Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for the next fiscal year, prepared posting on a monthly basisportion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, and, as soon as prepared, no Borrower shall be under any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Boardobligation to xxxx any Borrower Materials “PUBLIC.”

Financial Information. The Except to the extent such materials are available to the public through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (also known as “EXXXX”) or its Interactive Data Electronic Applications information portal (also known as “IDEA”) or through Bloomberg (or other similar financial information service provider) at the relevant time, the Company will furnish agrees to each Major Holder or transferee thereof under Section 1.14 provide to the following reportsInvestors: (ai) As as soon as practicable practicable, but in any event within one hundred and twenty (120) days after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafteryear of the Company, consolidated balance sheets and consolidating income statements and statements of cash flows for the Company and its subsidiaries, if any, Subsidiaries for such fiscal year and consolidated and consolidating balance sheets and accounts receivable aging reports for the Company and its Subsidiaries as of the end of such the fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form comparisons to the figures for Annual Budget and to the previous preceding fiscal year, all prepared in reasonable detail accordance with U.S. GAAP, consistently applied, and audited by independent public accountants of national standing selected and certified by the Company Company’s auditors and approved accompanied by a copy of such auditing firm's annual management letter to the Board; (bii) As as soon as practicable after the end of each quarterpracticable, and but in any event within forty-five (45) days thereafter (other than after the last calendar month end of each fiscal year)quarter, unaudited financial statements of the Company and its Subsidiaries for such fiscal quarter, including unaudited consolidated and consolidating balance sheets of the Company and its subsidiaries, if any, Subsidiaries as of at the end of such fiscal quarter and the quarter, related consolidated and unaudited consolidated consolidating statements of income and cash flows for such fiscal quarter and for the period from the beginning of the Company and its subsidiaries, if any, for then-current fiscal year to the end of such fiscal quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case comparisons to the Annual Budget and to the corresponding period in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredpreceding fiscal year, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis U.S. GAAP, consistently applied, subject to changes resulting from audit and setting forth normal year-end adjustments made in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredaccordance with U.S. GAAP, all in reasonable detail and signed by the principal financial or accounting officer of the Companyconsistently applied; (diii) As as soon as practicable, but in any event within fourteen (14) days after the end of each monthly accounting period in each fiscal year, unaudited financial statements of the Company and its Subsidiaries for such monthly period, including unaudited consolidated and consolidating required balance sheet items of the Company and its Subsidiaries as at least the end of such monthly period and the related consolidated and consolidating management accounts, required cash flow items and statements of income for such monthly period and for the period from the beginning of the then-current fiscal year to the end of such monthly period, setting forth in each case comparisons to the Annual Budget and to the corresponding period in the preceding fiscal year, all prepared in accordance with U.S. GAAP, consistently applied, subject to changes resulting from audit and normal year-end adjustments made in accordance with U.S. GAAP, consistently applied; (iv) within thirty (30) days prior to the beginning of each fiscal yearyear of the Company, a budget for the next an Annual Budget in respect of such upcoming fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and to be approved by the Board; (v) promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the Company’s or its Subsidiaries’ operations or financial affairs given to the Company by its independent accountants (and not otherwise contained in other materials provided hereunder); (vi) as soon as available, copies of any communications, or reports or statements furnished to or filed by the Company (other than such information covered under sub clauses (i), (ii) and (iii) above), with the SEC or any securities exchange on which any class of Equity Securities of the Company may be listed; (vii) promptly (but in any event within five Business Days) after the discovery or receipt of notice of any Event of Default (as such term is defined in the respective 2019 Note), any default under any material agreement to which it or any of its Subsidiaries is a party, any condition or event which is reasonably likely to result in any material adverse effect affecting the Company or any Subsidiary (including, without limitation, the filing of any material litigation against the Company or any Subsidiary or the existence of any dispute with any Person which involves a reasonable likelihood of such litigation being commenced), a certificate from an officer of the Company specifying the nature and period of existence thereof and what actions the Company and its Subsidiaries have taken and propose to take with respect thereto; and (viii) as soon as practicable, such other information and financial data concerning the Company and its Subsidiaries as the Investors may reasonably request.

Financial Information. The Company will furnish to each XX Xxxxxx, Major Holder or transferee thereof under Section 1.14 Subsection 2.14 the following reports: (a) As soon as practicable after the end of each fiscal year, and in any event within one two hundred twenty seventy (120270) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board; (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning end of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Board; and The Company shall respond with reasonable promptness and accuracy, and shall use its commercially reasonable efforts to cause its transfer agent to respond promptly, to written requests made by or on behalf of any XX Xxxxxx, Major Holder or transferee thereof under Subsection 2.14 for information that is reasonably related to (i) accounting and securities law matters required in connection with such Investor’s year-end audit or (ii) the number of shares of the Company’s securities held by such Investor so as to permit such Investor to calculate its percentage equity ownership in the Company; provided, however, that the Company shall not be obligated to provide any information that could reasonably result in a violation of applicable law or conflict with the Company’s xxxxxxx xxxxxxx policies or confidentiality obligations; and provided further that the covenants set forth in this paragraph shall, with respect to each Investor, terminate and be of no further force or effect once such Investor no longer hold any securities of the Company that are restricted under the Securities Act. Additionally, the Company shall furnish to a representative of Fidelity Research and Management Company or any transferee thereof under Section 2.14, as soon as practicable after delivery to the Board, copies of all approved minutes and approved consents of the Board and committees of the Board that the Company provides to its directors, except that such representative may be excluded from access to any material or portion thereof if (i) such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect the Company’s highly confidential proprietary information, or (ii) providing such information could reasonably result in a violation of applicable law or conflict with the Company’s xxxxxxx xxxxxxx policy, code of conduct or a confidentiality obligation of the Company.

Financial Information. The Company will furnish the following reports --------------------- to each Major Holder for so long as such Holder continues to hold 50,000 shares of Preferred or transferee thereof under Section 1.14 the following reports:Common Stock (as adjusted for Recapitalizations): (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty ninety (12090) days thereafter, each Purchaser shall receive audited consolidated balance sheets sheets, consolidated statements of income, shareholders' equity and cash flow of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, all prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited certified by independent public accountants of recognized national standing selected by the Company. Together with each delivery of annual financial statements of the Company pursuant to this subsection (a), the Company will deliver a certificate of its Chief Financial Officer stating that no violation of the Company's covenants under this Agreement exists, or if such a violation exists, then specifying the nature thereof, the period of existence thereof, and approved by what action the Board;Company proposes to take with respect thereto. (b) As soon as practicable after the end of each quarteravailable, and in any event within forty-five (45) days thereafter after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, each Purchaser shall receive a financial summary of such quarter, in a form provided by the Series B Purchasers, certified by the Chief Financial Officer of the Company. (other than c) As soon as available, and in any event within twenty (20) days after the last calendar month end of each fiscal year)month, the Company shall furnish each Purchaser with unaudited consolidated monthly financial statements, including a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartersuch month, and unaudited together with related consolidated statements of income operations, changes in shareholders' equity and cash flows of the Company and its subsidiaries, if any, for such quartermonth and year-to-date, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (with the exception of full footnote disclosures, schedules and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes precise period cutoffs) and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed certified by the principal financial or accounting officer Chief Financial Officer of the Company; (c) As soon as practicable after the , subject to usual year-end of each monthaudit adjustments, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets together with a written comparison of the Company and its subsidiaries, if any, results as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for reported on such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all with the projections thereof contained in reasonable detail and signed by the principal financial or accounting officer of the Company;applicable Annual Budget (as defined below). (d) As soon as practicableavailable, but and in any event at least thirty within twenty (3020) days prior to the beginning end of each fiscal yearyear (except with respect to fiscal 1997, a which shall be by January 30, 1997), the Company shall furnish each Purchaser with an annual budget and strategic plan (the "Annual Budget") of the Company for the ------------- next following fiscal yearyear consisting of (i) projected consolidated statements of operations, prepared changes in shareholders' equity and cash flows, each on a monthly basis, and, for each of the calendar months of such fiscal year; (ii) a projected consolidated balance sheet as soon as preparedof the close of each calendar month; (iii) projected capital expenditures for each month; and (iv) promptly upon making thereof, any other updated revision or revised budgets updating which may be made of any such Annual Budget. Each such Annual Budget and any revisions thereof shall be submitted for such fiscal year prepared by the Company approval of the Board and approved be subject to revision or updating by the Board. (e) Promptly upon receipt thereof, a copy of each report or management letter, if any, submitted to the Company by independent public accountants in connection with each annual audit (and any other audit which may be performed) of the books of the Company made by such accountants.

Financial Information. The Company will shall furnish to each Major Holder or transferee thereof under Section 1.14 the following reportsreports to the Investor: (a) As as soon as practicable after the end of each fiscal yearyear of the Company, and in any event within one hundred twenty sixty (12060) days thereafter, management accounts for the preceding fiscal year prepared by the Company in accordance with International Standards on Accounting (“ISA”) consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year; (b) as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of such fiscal yearyear and the related consolidated income statement, consolidated statement in changes in equity and consolidated statements of income and cash flows of flow statement for the Company and its subsidiaries, if any, for such yearfiscal year then ended, prepared in accordance with generally accepted accounting principles ISA consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited and certified by a firm of independent public accountants of national recognized international standing selected by the Company and approved by Board of Directors of the BoardCompany; (bc) As as soon as practicable after the end of each quarterof the first three fiscal quarters of each fiscal year of the Company, and in any event within forty-five (45) days thereafter after the end of each of the first three fiscal quarters, a consolidated balance sheet of the Company and its subsidiaries, if any as of the end of such quarter, and the related consolidated income statement, consolidated statement in changes in equity and consolidated cash flow statement of the Company and its subsidiaries, if any, for the current fiscal year to date, unaudited but prepared in accordance with ISA consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, together with a comparison of such statements to the Budget (other than as herein defined), subject to changes resulting from immaterial normal year-end audit adjustments, all in reasonable detail and certified by the last calendar principal financial officer of the Company; and (d) as soon as practicable after the end of each month of each fiscal year)year of the Company, unaudited and in any event within twenty (20) days after the end of each month, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and the related consolidated income statement, consolidated statement in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited changes in equity and consolidated balance sheets cash flow statement of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, unaudited but prepared in accordance with generally accepted accounting principles ISA consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one corresponding periods of the previous fiscal year earlier; provided that footnotes and schedule disclosure appearing in audited financial for the material business units, together with a comparison of such statements shall not be requiredto the Budget, subject to changes resulting from immaterial normal year-end audit adjustments, all in reasonable detail and signed certified by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior . Notwithstanding anything to the beginning contrary set forth above, each report delivered pursuant to this Section 7.1 shall specifically (i) reconcile net income as reported on the consolidated income statement according to ISA with net income according to generally accepted accounting principles in the United States (“GAAP”) and such reconciliation shall be provided to the Investor in a tabular format with each material reconciling item described and quantified in reasonable detail, and (ii) indicate the amount of each fiscal year, a budget for material variation between the next fiscal year, amount of any line item appearing in the consolidated balance sheet prepared in according to ISA and the amount of any line item appearing on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year the consolidated balance sheet prepared by the Company and approved by the Boardaccording to GAAP.

Financial Information. The In addition to, and without limiting any rights that the DHC Parties may have with respect to the inspection of the books and records of the Company will under Applicable Law, the Company shall furnish to each Major Holder or transferee thereof under Section 1.14 DHC Party, the following reportsinformation: (a) As as soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board; (b) As soon as practicable after the end of each quarteravailable, and in any event within forty-five (45) days thereafter (other than following the last calendar month end of each fiscal year)Fiscal Year, unaudited the audited consolidated balance sheets sheet of the Company and its subsidiaries, if any, Subsidiaries as of at the end of each such Fiscal Year and the quarter, and unaudited audited consolidated statements of income and income, cash flows and changes in stockholders’ equity of the Company and its subsidiaries, if any, Subsidiaries for such quarterFiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Directors, to the effect that, except as set forth therein, such financial statements have been prepared in accordance with generally accepted accounting principles GAAP, applied on a basis consistent basis with prior years and setting forth fairly present in each case all material respects the consolidated financial condition of the Company and its Subsidiaries as of the dates thereof and the results of its operations and changes in comparative form the figures its cash flows and stockholders’ equity for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Companyperiods covered thereby; (cb) As as soon as practicable after the end of each monthavailable, and in any event within thirty (30) days thereafter (other than following the last calendar month end of each fiscal year)quarter, the unaudited consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of Subsidiaries at the end of such quarter and the month, and unaudited consolidated statements of income and income, cash flows and changes in stockholders’ equity of the Company and its subsidiaries, if any, Subsidiaries for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredquarter, all in reasonable detail and signed all prepared in accordance with GAAP, consistently applied and certified by the principal financial or accounting officer of the Company’s Chief Financial Officer; (dc) As soon as practicable, but in any event at least draft financial statements related to the Fiscal Year and each fiscal quarter shall be provided within thirty (30) days prior and twenty (20) days, respectively, following the end of the period in question; and (d) to the beginning extent the Company or any of each fiscal year, a budget for its Subsidiaries is required by Applicable Law or pursuant to the next fiscal year, prepared on a monthly basis, and, as soon as preparedterms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other updated or revised budgets for such fiscal year periodic reports actually prepared by the Company and approved by the Boardor Subsidiary promptly following filing or submission thereof.

Financial Information. The Company Borrower will furnish to each Major Holder or transferee thereof under Section 1.14 the Agent on behalf of the Lenders the following reportsinformation within the following time periods: (a) As soon as practicable after the end of for each fiscal year, and in any event commencing with the fiscal year ended December 31, 2018, within ninety (90) days (or one hundred twenty (120) days thereafter, consolidated balance sheets of for the Company and its subsidiaries, if any, as of first fiscal year ending after the end Closing Date) after the last day of such fiscal year, the audited consolidated balance sheets and consolidated statements of income and retained earnings and of changes in cash flows flow of the Company Holdings and its subsidiaries, if anyconsolidated Subsidiaries, for such year, each setting forth in comparative form the corresponding figures for the preceding year, prepared in accordance with generally accepted accounting principles applied on GAAP, and accompanied by a consistent basis report and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants unqualified opinion of national standing an Independent Accountant selected by the Company Holdings and approved by the BoardAgent (which shall not be limited as to the scope of the audit or qualified as to the status of Holdings and its consolidated Subsidiaries as a going concern); (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (or sixty (60) days for the fiscal quarter ending March 31, 2019) after the end of each fiscal quarter of Holdings other than the last calendar month final fiscal quarter of each fiscal year), unaudited consolidated balance sheets financial statements of the Company Holdings and its subsidiaries, if any, consolidated Subsidiaries as of the end of such period and for such period then ended and for the quarter, and unaudited consolidated statements of income and cash flows period from the beginning of the Company and its subsidiariescurrent fiscal year to the end of such period, if any, setting forth in comparative form the corresponding figures for such quarterthe comparable period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except that such quarterly statements need not include footnotes) and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed certified by the principal financial or accounting officer of the Companyan Executive Officer; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than or forty-five (45) days for the last calendar month first three months ending after the Closing Date) after the end of each fiscal year)month of Holdings, unaudited consolidated balance sheets financial statements of the Company Holdings and its subsidiaries, if any, consolidated Subsidiaries as of the end of such period and for such period then ended and for the month, and unaudited consolidated statements of income and cash flows period from the beginning of the Company and its subsidiariescurrent fiscal year to the end of such period, if any, setting forth in comparative form the corresponding figures for such monththe comparable period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except that such monthly statements need not include footnotes) and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed certified by the principal financial or accounting officer of the Companyan Executive Officer; (d) As at the time of delivery of each quarterly and annual statement, a Compliance Certificate executed by an Executive Officer (i) stating that such officer has caused this Credit Agreement to be reviewed and has no knowledge of any Default by Holdings or any other Credit Party under this Credit Agreement or any other Credit Document, during, or at the end of, as applicable, such quarter, or year, or, if such officer has such knowledge, specifying each Default and the nature thereof, and (ii) showing compliance by the Credit Parties as of the date of such statement with the covenant set forth in Article VII, and calculations (which shall include detailed descriptions of any adjustments made to Consolidated EBITDA in form and substance reasonably satisfactory to Agent) in such form and detail as the Borrower and Agent may agree for such covenants shall be included; (e) promptly upon receipt thereof, copies of all management letters which are submitted to Holdings by its Independent Accountant in connection with any annual or interim audit of the books of Holdings or its consolidated Subsidiaries made by such accountants; (f) as soon as practicablepracticable but, but in any event, within ten (10) Business Days after the issuance thereof, to the extent not electronically filed and publicly available, copies of such other financial statements and reports as Holdings shall send to its limited partnership unit holders as such; provided that it is acknowledged and agreed that nothing in this Credit Agreement shall require Holdings or any of its affiliates to provide Forms K-1 or other similar limited partner tax information or any confidential or legally protected personal information relating to its limited partners to the Agent or the Lenders or any other Person; (g) promptly and in any event at least thirty within five (305) Business Days after becoming aware of the occurrence of a Default or Event of Default, a certificate of an Executive Officer specifying the nature thereof and the Credit Parties’ proposed response thereto, each in reasonable detail; (h) no later than five (5) days prior to after the delivery of the financial statements required by Section 6.1(a) and Section 6.1(b), a narrative report and management’s discussion and analysis of the financial condition and results of operations for Holdings for the most recently ended fiscal year or the most recently ended fiscal quarter and for the period from the beginning of each the then current fiscal year to the end of such fiscal quarter, as applicable, as compared to the portion of any projections covering such periods and to the comparable periods of the previous fiscal year, which such report shall include, among any other information or explanation reasonably requested by the Required Lenders, an explanation of any revenues and Consolidated EBITDA, that would assist the Lender to better understand the results being reported; (i) promptly and in any event within five (5) Business Days after delivery thereof, (i) any notice or report delivered to the agent or the lenders under the OpCo Credit Agreement and (ii) any periodic reports delivered to the direct or indirect equityholders of Holdings in respect of the OpCo Obligors; (j) promptly upon an Executive Officer of the Borrower obtaining actual knowledge thereof, notice of a budget for prospective “Default” or “Event of Default” (as defined in the next fiscal year, prepared on a monthly basis, andOpCo Credit Agreement or the Senior Notes, as soon applicable) under the OpCo Credit Agreement or the Senior Notes which, in the Borrower’s sole judgment, would reasonably be expected to result in a bankruptcy, insolvency, arrangement, reorganization, receivership or similar case or proceeding with respect to it under any federal or state law; and (k) with reasonable promptness, such other data as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the BoardAgent may reasonably request.

Financial Information. The As long as each Investor holds --------------------- beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act")) not less than 250,000 shares of Common Stock (including Common Stock issuable upon conversion of shares of Preferred Stock), the Company will furnish to each Major Holder or transferee thereof under Section 1.14 provide such Investor the following reportsreports specified in this Section: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty ninety (12090) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if anyCompany, as of the end of such fiscal year, and consolidated statements of income operations, stockholders' equity and cash flows of the Company and its subsidiaries, if anyCompany, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited (without qualification) by independent public accountants auditors of national standing selected by the Company, which opinion shall state that such financial statements fairly present the financial position of the Company on a consolidated basis and approved by the Board;have been prepared in accordance with generally accepted accounting procedures. (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited consolidated a balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the each such month, and unaudited consolidated statements of income operations and cash flows of the Company and its subsidiaries, if any, subsidiaries for such monthperiod and for the current fiscal year to date, and setting forth in comparative form the budgeted figures for such period and for the current fiscal year then reported, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures (other than for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredaccompanying notes), subject to changes resulting from year-end audit adjustments, all in reasonable detail and signed by the principal financial or accounting officer detail. (c) A copy of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to annual operating plan of the beginning of each fiscal year, a budget Company for the next fiscal yearyear and an annual budget of the Company for the next fiscal year containing profit and loss projections, prepared cash flow projections and capital expenditures, all on a monthly basis, and, as soon as preparedeach is available but in any event prior to the end of the then current fiscal year. (d) With reasonable promptness, any other updated or revised budgets for such fiscal year prepared by the Company shall furnish each such Investor with such other data and approved by the Boardinformation as from time to time may be reasonably requested.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reports: (a) As soon as practicable after the end The consolidated and consolidating statement of each fiscal year, and in any event within one hundred twenty (120) days thereafter, consolidated balance sheets financial condition of the Company DFC and its subsidiariesconsolidated Subsidiaries as at December 31, if any, as of 1998 and the end of such fiscal year, related consolidated and consolidated consolidating statements of income and cash flows for the fiscal year then ended, including in each case the related schedules and notes, reported on by PricewaterhouseCoopers LLP, true copies of which have been previously delivered to each of the Company Lenders, are complete and correct and fairly present the consolidated and consolidating financial condition of DFC and its subsidiaries, if any, consolidated Subsidiaries as at the date thereof and the consolidated and consolidating results of operations and cash flows for such yearperiod, prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board;basis. (b) As soon as practicable after the end The unaudited consolidated and consolidating statement of financial condition of each quarterBorrower and its consolidated Subsidiaries as at March 31, 1999, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), related unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated combined statements of income and cash flows for the three months then ended, certified by the chief financial officer of DFC, true copies of which have been previously delivered to each of the Company Lenders, are complete and correct and fairly present the consolidated and consolidating financial condition of DFC and its subsidiaries, if any, consolidated Subsidiaries as at the date thereof and the consolidated and consolidating results of operations and cash flows for such quarter, prepared period in accordance conformity with generally accepted accounting principles GAAP applied on a basis consistent basis and setting forth in each case in comparative form with the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredreferred to in subsection (a) of this Section 4.4, all in reasonable detail and signed by the principal financial or accounting officer of the Company;subject to normal year-end audit adjustments. (c) As soon as practicable after the end Neither Borrower has any material liability of each monthany kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and no condition, situation or set of circumstances exists that could be reasonably expected to result in any event within thirty such a liability, in each case that is not reflected in the financial statements referred to in Section 4.4(b) or in the most recent financial statements delivered to the Agent and the Lenders pursuant to Section 5.1(a)(i) or (30ii) days thereafter (other than liabilities permitted hereunder and incurred after the last calendar month date of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited most recent financial statements shall not and to be required, all reflected in reasonable detail the next financial statements to be delivered to the Agent and signed by the principal financial Lenders pursuant to Section 5.1 (a)(i) or accounting officer of the Company;(ii)). (d) As soon Since December 31, 1998, no material adverse change has occurred in the business, financial condition or results of operations of DFC and its Subsidiaries, taken as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Boardwhole.

Financial Information. (a) The Company will furnish maintain, and cause each Subsidiary to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with GAAP. (b) So long as at least 20,000 Shares are outstanding, the Company will deliver to (I) the Fleming Holders and (II) each Major Holder or transferee thereof under Section 1.14 Permitted Transferee, the following reportsfollowing: (ai) As as soon as practicable but not later than five (5) Business Days after the end of each fiscal yeartheir issuance, and in any event within one hundred twenty ninety (12090) days thereafterafter the close of each fiscal year of the Company, (A) a consolidated balance sheets sheet of the Company and its subsidiaries, if any, Subsidiaries as of the end of such fiscal year, year and (B) consolidated statements of income operations, stockholders' equity and cash flows of the Company and its subsidiaries, if any, Subsidiaries for such fiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case setting forth in comparative form the corresponding figures for the previous preceding fiscal year, all such balance sheets and statements to be in reasonable detail and audited certified without qualification by Ernst & Young LLP or any other "Big Five" independent public accountants of national standing accounting firm selected by the Company Company, and approved such statements shall be accompanied by a management analysis of any material differences between the Boardresults for such fiscal year and the corresponding figures for the preceding year; the Company's Annual Report on Form 10-K shall satisfy such requirement provided that it is in compliance with all applicable requirements of the SEC and is certified by a "Big Five" accounting firm; (bii) As as soon as practicable, copies (A) of all financial statements, proxy material or reports sent to the Company's or any Subsidiary's stockholders, (B) of any public press releases and (C) of all reports or registration statements filed with the Commission pursuant to the Securities Act or the Securities Exchange Act; (iii) as soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than after the last calendar month close of each of the first three (3) fiscal year)quarters of the Company, unaudited (A) a consolidated balance sheets sheet of the Company and its subsidiaries, if any, Subsidiaries as of the end of the such fiscal quarter, and unaudited (B) consolidated statements of income operations, stockholders' equity and cash flows of the Company and its subsidiaries, if any, Subsidiaries for the portion of the fiscal year ended with the end of such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis each case in reasonable detail, certified by (I) the Chief Financial Officer, (II) the Chief Executive Officer or (III) the President of the Company and setting forth in each case in comparative form the corresponding figures for the same quarter comparable period one year earlierprior thereto (subject to normal year-end adjustments), together with a management analysis of any material differences between such results and the corresponding figures for such prior period and (C) a certificate of (I) the Chief Financial Officer, (II) the Chief Executive Officer or (III) the President certifying the Company's compliance with the covenants contained in Section 9 of this Agreement; the Company's Quarterly Report on Form 10-Q shall satisfy such requirement provided that footnotes and schedule disclosure appearing it is in audited financial statements shall not be required, compliance with all in reasonable detail and signed by the principal financial or accounting officer applicable requirements of the CompanySEC; (civ) As as soon as practicable but not later than thirty (30) days after the end of each month, and in any event within thirty (30) days thereafter (month other than the last calendar final month of each the Company's fiscal year), (A) an unaudited consolidated balance sheets sheet of the Company and its subsidiaries, if any, Subsidiaries as of at the end of the month, such month and (B) unaudited consolidated statements of income operations, stockholders' equity and cash flows of the Company and its subsidiaries, if any, Subsidiaries for the portion of the fiscal year ended with the end of such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in reasonable detail, setting forth in comparative form the corresponding figures for the same month corresponding period one year earlierprior thereto (subject to normal year-end adjustments); (v) as soon as practicable and without duplication of any of the above items, any other materials furnished to the Company's Board of Directors or to holders of the Company's capital stock or Indebtedness, including, without limitation, any compliance certificates furnished in respect of such Indebtedness, which shall be delivered to the Fleming Designee(s) and the Transferee Designee(s); provided that footnotes and (vi) as soon as practicable, such other information as may reasonably be requested by (I) the Fleming Holders or (II) any Permitted Transferee. (x) Xhe Company will deliver to each member of the Company's Board of Directors and schedule disclosure appearing each observer to the Company's Board of Directors appointed pursuant to Section 3(a) of the Stockholders' Agreement, as soon as practicable (and in audited the case of (iii), prior to the end of each fiscal year) and without duplication of any of the items listed below, the following: (i) copies of any annual, special or interim audit reports or management or comment letters with respect to the Company or its Subsidiaries or their operations submitted to the Company by independent public accountants; (ii) copies of summary financial statements shall not be requiredinformation prepared on a quarterly basis regarding the Company on a consolidated basis as presented to the Board and any other summary financial information otherwise prepared; (iii) copies of the annual budget and business plan for the next fiscal year; (iv) copies of all formal communications, from time to time, to directors of the Company (including without limitation all information furnished to such directors in reasonable detail connection with such communications), and signed by copies of minutes of meetings of the principal financial or accounting officer Board of Directors (and of any executive committees thereof) of the Company; (v) notice of default under any material agreement, contract or other instrument to which the Company or any of its Subsidiaries is a party or by which any of them is bound; (vi) notice of any action or proceeding which has been commenced or threatened against the Company or any of its Subsidiaries and which, if adversely determined, would have, individually or in the aggregate, a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis; and (vii) copies of all filings made with the Commission. (d) As soon as practicableAll such financial statements referred to in this Section 7.1 shall be prepared in accordance with GAAP (except for any change in accounting principles specified in the accompanying certificate, but in the financial statements themselves or required by GAAP, and except that any event at least thirty interim financial statements may omit notes and may be subject to normal year-end adjustments). (30e) days prior Without limiting the foregoing provisions of this Section 7.1, the Company agrees that, if requested in writing by any holder of Shares, it will not deliver to such holder (until otherwise instructed by such holder) (x) any non-public information or non-public materials regarding the beginning of Company or any Subsidiary (whether described in this Section 7.1 or otherwise) and (y) any information (whether or not included in clause (x)) which such holder specifies that it does not want to receive. The Company shall comply with any such request with respect to each fiscal yearperson entitled to information hereunder, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared until instructed otherwise by the Company and approved by the Boardthen holder of such Shares.

Financial Information. The Company will furnish to provide each Major Holder or transferee thereof under Section 1.14 Investor the following reportsreports for so long as the Investor is a holder of a minimum of 200,000 Shares or an equivalent amount of Conversion Stock or of an equivalent combination of Shares and Conversion Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) (a "Major Investor"), including for purposes of this Section 4 any such Shares which have been transferred to a constituent partner of an Investor: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty ninety (12090) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income income, stockholders' equity and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board;Company. (b) As soon as practicable after the end of each fiscal quarter, and in any event within forty-five twenty (4520) days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the each such quarter, and unaudited consolidated statements of income income, consolidated statements of changes in financial condition, and a consolidated statement of cash flows flow of the Company and its subsidiaries, if any, subsidiaries for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for corresponding periods in the same quarter one previous fiscal year, and setting forth in comparative form the budgeted figures for such period and for the current fiscal year earlier; provided that footnotes and schedule disclosure appearing then reported, prepared in audited financial statements shall not be requiredaccordance with generally accepted accounting principles (other than for accompanying notes), subject to changes resulting from year-end audit adjustments, all in reasonable detail and signed by the principal financial or accounting officer of the Company;. (c) At least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (d) As soon as practicable after the end of each month, and in any event within thirty twenty (3020) days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the each such month, and unaudited a consolidated statements statement of income and a consolidated statement of cash flows of the Company and its subsidiaries, if any, for such monthmonth and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles applied on a consistent basis consistently applied, with the exception that no notes need be attached to such statements and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall year-end audit adjustments need not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Boardhave been made.

Financial Information. The Until the first to occur of (i) the date --------------------- on which the Company is required to file a report with the SEC pursuant to Section 13(a) of the Exchange Act, by reason of the Company having registered any of its securities pursuant to Section 12(g) of the Exchange Act or (ii) quotations for the Common Stock of the Company are reported by the automated quotations system operated by the National Association of Securities Dealers, Inc. or by an equivalent quotations system or (iii) shares of the Common Stock of the Company are listed on a national securities exchange registered under Section 6 of the Exchange Act, the Company will furnish to each Major Holder Purchaser (which, for purposes of this Section 5.1, shall mean such Purchaser together with its affiliates owning at least 300,000 shares of Preferred Stock) Common Shares issued upon conversion of the Preferred Stock or transferee thereof under Section 1.14 Common Stock (as adjusted for stock dividends, stock splits, recapitalizations and the following reports:like): (ai) As as soon as practicable after the end of each fiscal year, and in any event within one hundred twenty 120 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of operations and consolidated statements of changes in financial position (120or equivalent cash flow statements if required by the Financial Accounting Standards Board) of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles, in such form and detail that is acceptable to the Purchasers, and certified and audited by independent public accountants of recognized national standing selected by the Company's Board of Directors, and (ii) as soon as practicable after the end of each fiscal quarter (except the last quarter of the fiscal year), and in any event within 45 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, quarter; and consolidated statements of income and (or equivalent cash flows of flow statements if required by the Company and its subsidiaries, if anyFinancial Accounting Standards Board), for such yearquarter and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures (except for the previous fiscal yearrequired footnotes), all in reasonable detail and audited by independent public accountants of national standing selected signed, subject to changes resulting from year-end audit adjustments, by the Company and approved by principal financial officer or chief executive officer of the Board;Company, and (biii) As as soon as practicable after the end of each month (except the last month of the fiscal quarter), and in any event within forty-five (45) 30 days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, such month; and unaudited consolidated statements of income and (or equivalent cash flows of flow statements if required by the Company and its subsidiaries, if anyFinancial Accounting Standards Board), for such quartermonth and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures (except for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredrequired footnotes), all in reasonable detail and signed signed, subject to changes resulting from year-end audit adjustments, by the principal financial officer or accounting chief executive officer of the Company;, and (civ) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any no event at least thirty (30) later than 30 days prior to the beginning commencement of each such fiscal year, a budget an annual plan for each fiscal year which shall include monthly capital and operating expense budgets, cash flow statements, projected balance sheets and profit and loss projections for each such month and for the next fiscal end of the year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for in such fiscal year prepared by form and detail that is acceptable to the Company and approved by the BoardPurchasers.

Financial Information. The Company will furnish Furnish to each Major Holder or transferee thereof under Section 1.14 the following reports: Bank: (ai) As soon as practicable Within fifteen (15) days after the end of each fiscal yearcalendar month, and with each request for an advance, a Borrowing Base Certificate in any event within one hundred twenty (120) days thereafterthe form of Exhibit 2.06 attached hereto, consolidated balance sheets of the Company and its subsidiaries, if any, an accounts receivable aging report as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board;month. (bii) As soon as practicable after the end of each quarter, and in any event within Within forty-five (45) days thereafter (other than after the last calendar month expiration of each fiscal year)quarter, unaudited consolidated and PAGE <16> consolidating balance sheets of the Company Borrower and its subsidiaries, if any, as of the end close of the such quarter, and unaudited consolidated and consolidating statements of income, retained earnings, and cash flows for such quarter, all internally prepared in conformity with generally accepted accounting principles, applied on a basis consistent with that of the preceding quarter (or accompanied by disclosure of the effect on the financial position or results of operations of the Borrower or its subsidiaries of any change in the application of the accounting principles during such period). (iii) Within forty-five (45) days after the expiration of each fiscal quarter of the Borrower, a copy of the Borrower's Form 10-Q for such quarter, as filed with the United States Securities and Exchange Commission. (iv) Within ninety (90) days after the close of each fiscal year of the Borrower, consolidated and consolidating balance sheets of the Borrower and its subsidiaries as of the close of such fiscal year and consolidated and consolidating statements of income and cash flows of the Company and its subsidiaries, if any, for such quarterfiscal year, prepared in accordance conformity with generally accepted accounting principles principles, applied on a basis consistent basis with that of the preceding fiscal year (or accompanied by disclosure of the effect on the financial position or results of operations of the Borrower or its subsidiaries of any change in the application of the accounting principles during that year), and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredaccompanied by an audit report of Ernst & Young, all in reasonable detail and signed LLP or such firm of independent certified public accountants as is selected by the principal financial or accounting officer of Borrower and acceptable to the Company;Bank. (cv) As soon as practicable Within ninety (90) days after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month close of each fiscal year of the Borrower, a copy of the Borrower's Form 10-K for such year, as filed with the United States Securities and Exchange Commission. (vi) With each of the reports and financial statements required by the foregoing paragraphs (ii) and (iv), unaudited consolidated balance sheets a certificate of the Company President of Borrower stating he has reviewed the provisions of this Agreement and that a review of the activities of the Borrower during such period or as of such date, as the case may be, has been made by him or under his supervision with a view to determining whether the Borrower has kept, observed, 17 performed and fulfilled all of its subsidiariesobligations under this Agreement, and to the best of his knowledge, the Borrower has observed and performed each and every undertaking contained in this Agreement and is not in default in the observance or performance of any of the terms and conditions hereof or, if anythe Borrower shall be in default, as of the end of the monthspecifying all such defaults in reasonable detail. (vii) On or before December 31, 1995, consolidated and unaudited consolidated statements consolidating projections of income and cash flows flow of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures Borrower for the same month one fiscal year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredending December 31, all in reasonable detail and signed by the principal financial or accounting officer of the Company;1996. (dviii) As soon Upon reasonable prior notice, the Borrower will supply the Bank with such other financial information as practicablethe Bank may reasonably request (e.g., but in any event at least thirty (30) days prior to the beginning of each fiscal yearorder backlog projections, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Boardinventory breakdown).

Financial Information. The Company Parent Guarantor and the Borrowers shall promptly furnish to each Lender all such financial information regarding any Credit Party or any of their Subsidiaries as the Administrative Agent or the UK Agent shall reasonably request. Without limiting the foregoing, the Borrowers will furnish to the Administrative Agent and the UK Agent, in sufficient copies for distribution by the Administrative Agent and the UK Agent, as applicable, to each Major Holder Lender, in such detail as the Administrative Agent, the UK Agent or transferee thereof under Section 1.14 the following reportsLenders shall reasonably request, the following: (a) As soon as practicable available, but in any event not later than ninety (90) days after the end of each fiscal yearFiscal Year (except as set forth in clause (v) below), (i) consolidated audited balance sheets, income statements, cash flow statements and changes in stockholders’ equity for Mobile Services and its consolidated Subsidiaries for such Fiscal Year, and the accompanying notes thereto, (ii) consolidating unaudited balance sheets, income statements and cash flow statements for Mobile Services and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for Mobile Services and its consolidated US Subsidiaries, (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries and (v) balance sheets and income statements for Ravenstock and its consolidated Subsidiaries audited in accordance with UK GAAP and to be delivered as soon as available, but in any event within not later than one hundred twenty and eighty (120180) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of after the end of such fiscal yeareach Fiscal Year, and consolidated statements setting forth in the case of income and cash flows each of the Company preceding clauses (i), (iii), (iv) and its subsidiaries(v), if anyin comparative form, figures for such yearthe previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of the applicable Persons as at the date thereof and for the Fiscal Year then ended, prepared in accordance with GAAP (other than the absence of footnotes to the Financial Statements delivered pursuant to clauses (ii), (iii) and (iv) and other than clause (v) which has been prepared in accordance with UK GAAP) and denominated in Dollars (other than with respect to clauses (iv) and (v), which Financial Statements shall be denominated in Pounds Sterling). The consolidated audited financial statements shall be examined in accordance with generally accepted accounting principles applied auditing standards by and, in the case of such statements performed on a consistent basis and setting forth consolidated basis, accompanied by a report thereon unqualified in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by any respect of independent certified public accountants of national standing in the United States selected by the Company US Borrower Representative. The US Borrower Representative, simultaneously with retaining such independent public accountants to conduct such annual audit, shall send a letter to such accountants, with a copy to the Administrative Agent, the UK Agent and approved the Lenders, notifying such accountants that one of the primary purposes for retaining such accountants’ services and having audited financial statements prepared by them is for use by the Board;Administrative Agent, the UK Agent and the Lenders. At reasonable times and upon reasonable advance notice and the provision of an opportunity for the UK Borrower to participate or accompany the UK Agent and/or the Administrative Agent, the UK Borrower hereby authorizes the Administrative Agent and the UK Agent to communicate directly with the UK Borrower’s certified public accountants and, by this provision, authorizes those accountants to disclose to the Administrative Agent and the UK Agent any and all financial statements and other supporting financial documents and schedules relating to the Credit Parties and their Subsidiaries and to discuss directly with the Administrative Agent and the UK Agent the finances and affairs of the Credit Parties and their Subsidiaries. (b) As soon as practicable available, but in any event not later than forty (40) days after the end of each quarterFiscal Quarter, (i) consolidated unaudited balance sheets of Mobile Services and its consolidated Subsidiaries as at the end of such Fiscal Quarter, and consolidated unaudited income statements and cash flow statements for Mobile Services and its consolidated Subsidiaries for such Fiscal Quarter and for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, all in any event within forty-five reasonable detail, fairly presenting the financial position and results of operations of Mobile Services and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year, (45ii) days thereafter consolidating unaudited balance sheets and income statements for Mobile Services and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for Mobile Services and its consolidated US Subsidiaries and (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case prepared in accordance with UK GAAP (other than the last calendar month absence of each fiscal footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (iv), unaudited consolidated balance sheets of the Company and which Financial Statements shall be denominated in Pounds Sterling). Mobile Services shall certify by a certificate signed by its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated chief financial officer that all such statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (other than the absence of footnotes and setting forth in each case in comparative form subject to normal year-end audit adjustments) and fairly present the figures financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredperiods then ended, all in reasonable detail and signed by the principal financial or accounting officer of the Company;subject to normal year-end adjustments. (c) As soon as practicable available, but in any event not later than thirty (30) days after the end of each month, (i) unaudited balance sheets and income statements for Mobile Services and its consolidated US Subsidiaries and (ii) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in any event within thirty (30) days thereafter each case prepared in accordance with UK GAAP (other than the last calendar month absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (ii), which such Financial Statements shall be denominated in Pounds Sterling). Mobile Services shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP or UK GAAP, if applicable (other than the absence of footnotes and subject to normal year-end audit adjustments) and present fairly the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments. (d) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a), and the unaudited Financial Statements delivered pursuant to Section 5.2(b), a certificate of the chief financial officer of the US Borrower Representative (the “Compliance Certificate”) setting forth in reasonable detail the calculations required to establish that the Credit Parties were in compliance with the covenants set forth in Sections 7.23 through 7.26 during the period covered in such Financial Statements and as at the end thereof and a calculation of Pro Forma EBITDA for the Permitted Acquisitions completed during such period, and stating that, except as explained in reasonable detail in such certificate, (A) all of the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are correct and complete in all material respects as at the date of such certificate as if made at such time, except for those that speak as of a particular date, (B) the Credit Parties are, at the date of such certificate, in compliance in all material respects with all of their respective covenants and agreements in this Agreement and the other Loan Documents, and (C) no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such period. If such certificate discloses that a representation or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Applicable Borrower has taken or proposes to take with respect thereto. (e) No sooner than sixty (60) days before and not later than the beginning of each fiscal year)Fiscal Year, unaudited (i) annual forecasts (to include forecasted consolidated balance sheets of the Company sheets, income statements and cash flow statements) for Mobile Services and its subsidiariesconsolidated Subsidiaries, (ii) annual forecasted income statements for Mobile Services and its consolidated US Subsidiaries and (iii) annual forecasted income statements for Ravenstock and its consolidated Subsidiaries, in each case, as at the end of and for each Fiscal Quarter of such Fiscal Year approved by the board of directors of such entity and in detail reasonably acceptable to the Administrative Agent and the UK Agent. (f) [Intentionally Omitted]. (g) Promptly upon the filing thereof, copies of all reports, if any, as to or other documents filed by any Credit Party or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, and all reports, notices, or statements sent or received by any Credit Party or any of its Subsidiaries to or from the holders of any publicly traded equity interests of the end any Credit Party or any such Subsidiary (other than routine non-material correspondence) or of any Debt of any Credit Party or any of its Subsidiaries, including, Debt registered under the monthSecurities Act, and unaudited consolidated statements of income and cash flows of or to or from the Company and its subsidiariestrustee (other than routine, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for non-material correspondence) under any indenture under which the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company;is issued. (dh) As soon as practicableavailable, but in any event at least thirty not later than 15 days after any Credit Party’s receipt thereof, a copy of all management reports and management letters prepared for such Credit Party by any independent certified public accountants of any Credit Party or any of its Subsidiaries. (30i) Promptly after their preparation, copies of any and all proxy statements, financial statements, and reports which any Credit Party or any of its Subsidiaries makes available to its shareholders generally. (j) If requested by the Administrative Agent or the UK Agent, promptly after filing with the IRS or any other Governmental Authority, a copy of each tax return filed by any Credit Party or by any of its Subsidiaries. (k) As soon as available, but in any event within twenty (20) days prior to after the beginning end of each fiscal yearmonth (for such month), a budget Borrowing Base Certificate in the form of Exhibit B to this Agreement for the next fiscal yearUK Borrower and all supporting information required in accordance with Section 9 of the Security Agreement and Section 4.4(c) of the UK Debenture. (l) With each of the monthly Financial Statements delivered pursuant to Section 5.2(c), prepared on a monthly basiscertificate of the chief financial officer of the US Borrower Representative (the “M&E Disposition Certificate”) setting forth for the most recently completed month in reasonable detail: (i) the nature, andequipment identification number and net book value of Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate, (ii) the amount of proceeds, if any, received in respect of any such sale, exchange or other disposition of Eligible Machinery and Equipment, both individually and in the aggregate and (iii) the purchase price paid, if any, in respect of any Eligible Machinery and Equipment that was purchased, acquired or otherwise received in exchange for any Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate. (m) Such additional information as soon as prepared, the Administrative Agent or the UK Agent may from time to time reasonably request regarding the financial and business affairs of any other updated Credit Party or revised budgets for such fiscal year prepared by the Company and approved by the Boardany of its Subsidiaries.

Financial Information. The Company Voxware hereby covenants and agrees it will furnish the following reports to each Major Holder or transferee thereof under Section 1.14 the following reportsInvestor: (a) As soon as practicable after the end of each fiscal yearyear of Voxware, and in any event within one hundred twenty ninety (12090) days thereafter, a consolidated balance sheets sheet of the Company Voxware and its subsidiaries, if any, as of at the end of such fiscal year, and consolidated statements of income and cash flows of the Company Voxware and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal yearyear (if any), all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board;Voxware. (b) As soon as practicable after the end of each quarter, and but in any event within forty-five (45) 45 days thereafter (other than of the last calendar month end of each fiscal year)quarter, unaudited a consolidated balance sheets sheet of the Company Voxware and its subsidiaries, if any, as of the end of the each such quarter, and unaudited consolidated statements of income and cash flows of the Company Voxware and its subsidiaries, if any, subsidiaries for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one corresponding periods of the previous fiscal year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required(if any), subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and signed certified by the principal financial or accounting officer of Voxware, except that such financial statements need not contain the Company;notes required by generally accepted accounting principles. (c) As soon as practicable after the end of each month, transmission or occurrence and in any event within thirty ten (3010) days thereafter (other than the last calendar month thereof, copies of each fiscal year), unaudited consolidated balance sheets any reports or communications delivered to any class of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial Voxware's security holders or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior broadly to the beginning financial community, including any filings by Voxware with any securities exchange, the Securities and Exchange Commission or the National Association of each fiscal yearSecurities Dealers, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Board.Inc.

Financial Information. The Company will shall furnish to each Major Holder the Agent (and the Agent agrees to promptly deliver or transferee thereof under Section 1.14 make available to the following reports:Lenders): (a) As soon as practicable available, but in any event not later than the fifth Business Day after the 105th day following the end of each fiscal yearFiscal Year of the Company (or such longer period as may be permitted by the SEC for the filing of annual reports on Form 10-K) (commencing with the Fiscal Year ending December 31, and in any event within one hundred twenty (120) days thereafter2019), audited consolidated balance sheets of the Company and its subsidiaries, if anyConsolidated Parties, as of at the end of such fiscal yearFiscal Year, and the related consolidated statements of income operations, shareholders’ equity and cash flows of the Company and its subsidiariesflows, if anysetting forth, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case case, in comparative form the figures for and as of the end of the previous fiscal yearFiscal Year, plus a customary narrative review for such Fiscal Year, fairly presenting in all material respects the financial position and the results of operations of the Consolidated Parties as at the date thereof and for the Fiscal Year then ended, and prepared in reasonable detail and audited accordance with GAAP in all material respects. Such consolidated statements shall be reported on by independent public accountants of recognized national standing selected by (without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit unless such qualification or exception is solely with respect to, or resulting solely from, (i) an upcoming maturity date of any material Indebtedness that is scheduled to occur within one year from the date such report is delivered or (ii) any potential inability to satisfy any financial maintenance covenant included in any Indebtedness of the Company and approved by the Boardor any Subsidiary on a future date or in a future period); (b) As soon as practicable available, but in any event not later than the fifth Business Day after the 50th day following the end of each quarter, and in any event within forty-five (45) days thereafter (other than of the last calendar month first three Fiscal Quarters of each fiscal yearFiscal Year of the Company (or such longer period as may be permitted by the SEC for the filing of quarterly reports on Form 10-Q) (commencing with the Fiscal Quarter ending June 30, 2019), unaudited consolidated balance sheets of the Company and its subsidiaries, if anyConsolidated Parties, as of at the end of the quartersuch Fiscal Quarter, and the related unaudited consolidated statements of operations and comprehensive income and cash flows of the Company and its subsidiaries, if any, Consolidated Parties for such quarterFiscal Quarter and for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth forth, in each case case, in reasonable detail, in comparative form form, the figures for and as of the same quarter one year earlier; provided that corresponding period in the prior Fiscal Year, and prepared in all material respects in conformity with GAAP, subject to normal year-end adjustments and the absence of footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed certified by the principal financial or accounting officer a Responsible Officer of the CompanyCompany as being prepared in all material respects in conformity with GAAP and fairly presenting in all material respects the Consolidated Parties’ financial position as at the dates thereof and their results of operations for the periods then ended, subject to normal year¬end adjustments and the absence of footnotes; (c) As soon as practicable available, but in any event not later than the fifth Business Day after the 105th day following the end of each monthFiscal Year of the Company, annual forecasts (to include forecasted consolidated balance sheets, and in any event within thirty (30the related forecasted consolidated statements of operations and cash flows, U.S. Borrowing Base, Canadian Borrowing Base, Excess Availability, U.S. Excess Availability and Multicurrency Excess Availability projections) days thereafter (other than for the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, Consolidated Parties as of at the end of the month, and unaudited consolidated statements for each fiscal quarter of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the CompanyFiscal Year; (d) As soon Concurrently with the delivery of the annual audited Financial Statements pursuant to Section 7.2(a) and the quarterly Financial Statements pursuant to Section 7.2(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Company; and (e) Such additional information as practicable, but in the Agent on its own behalf or on behalf of any event at least thirty Lender (30acting through the Agent) days prior may from time to time reasonably request regarding the financial and business affairs of any Obligor or any of its Subsidiaries. Documents required to be delivered pursuant to Section 7.2(a) or (b) (to the beginning of extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are (i) posted on the Company’s behalf on an Internet or intranet website, if any, to which each fiscal yearLender and the Agent have access (whether a commercial, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated third-party website or revised budgets for such fiscal year prepared whether sponsored by the Agent); or (ii) available on the SEC’s website on the Internet at xxx.xxx.xxx; provided that the Company and approved by shall notify the BoardAgent (which shall notify each Lender) of the posting of any such documents.

Financial Information. (a) The Company Borrower will, and will cause each Subsidiary other than the Subsidiaries listed on Schedule 5.03(a) to, keep its books of account in accordance with U.S. GAAP. (b) The Borrower will (subject to the last paragraph of this Section 5.03) furnish to each Major Holder or transferee thereof under Section 1.14 the following reportsAdministrative Agent for distribution to the Banks: (ai) As as soon as practicable after the end of each fiscal year, available and in any event within one hundred twenty (120) 60 days thereafterafter the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited consolidated balance sheets of the Company Borrower and its subsidiariesConsolidated Entities and the related unaudited consolidated statements of operations, if any, as changes in equity and cash flow of the Borrower and its Consolidated Entities for such quarter and for the portion of the Borrower’s fiscal year ended at the end of such fiscal yearquarter, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower’s previous fiscal year, all in reasonable detail and audited certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with U.S. GAAP in all material respects and consistency (except for changes concurred in by the Borrower’s independent public accountants of national standing selected accountants) by the Company and approved by Chief Executive Officer, the BoardChief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower; (bii) As as soon as practicable after the end of each quarter, and in any event within forty-five the earlier of (45i) two Domestic Business Days after filing with the Securities and Exchange Commission and (ii) 120 days thereafter (other than after the last calendar month close of each fiscal year)year of the Borrower, unaudited as at the end of and for the fiscal year just closed, consolidated balance sheets of the Company Borrower and its subsidiaries, if any, as of Consolidated Entities and the end of the quarter, and unaudited related consolidated statements of income operations, changes in equity and cash flows of flow for such fiscal year for the Company Borrower and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredConsolidated Entities, all in reasonable detail and signed certified (without any qualification as to the scope of the audit) by KPMG LLP or other independent public accountants of nationally recognized standing selected by the principal financial or accounting officer Borrower, who shall have audited the books and accounts of the CompanyBorrower for such fiscal year; (ciii) As soon as practicable after with reasonable promptness, copies of all regular and periodical reports (including Current Reports on Form 8-K) filed with, or furnished to, the end of each month, Securities and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the CompanyExchange Commission; (div) As soon as practicablepromptly after the public announcement of, but or promptly after receiving a written notice of, a change (whether an increase or decrease) in any event at least thirty (30) days prior rating issued by either S&P, Moody’s or Fitch, solely to the beginning extent that the Borrower is then under an existing contract with such agency for the provision of each fiscal yearratings information pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a budget for notice setting forth such change; and (v) with reasonable promptness, such other information respecting the next fiscal yearbusiness, prepared on a monthly basisoperations and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, andfrom time to time, as soon as preparedreasonably request, any other updated or revised budgets for such fiscal year prepared including, without limitation, with respect to the performance and observance by the Company Borrower of the covenants and approved conditions contained in this Agreement. Reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 shall be deemed to have been delivered on the date on which the Borrower posts such reports or financial information on the Borrower’s website (xxx.xxxxxx.xxx) or at such other website as may be notified to the Administrative Agent and the Banks or when such reports or financial information are posted on the SEC’s website at xxx.xxx.xxx; provided, that the Borrower shall notify the Administrative Agent of any such posting; and provided further that the Borrower shall deliver paper copies of the reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 to the Administrative Agent, if so requested by any Bank to the BoardAdministrative Agent, until written notice to cease delivering such paper copies is given by such Bank to the Administrative Agent.

Financial Information. The Company will furnish provide each Investor with the reports specified in subsection (a) below and, for so long as the Investor is a holder of a minimum of 250,000 Shares or an equivalent amount of Conversion Stock or of an equivalent combination of Shares and Conversion Stock, including for purposes of this Section 7 any such Shares or Conversion Stock transferred to each Major Holder or transferee thereof under Section 1.14 a constituent partner of an Investor, the following reportsreports specified in subsections (b) and (c) below: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty ninety (12090) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income operations, shareholders' equity and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited (without qualification) by independent public accountants auditors of national standing selected by the Company and approved by the Board;Company. (b) As soon as practicable after the end of each quarter, quarter and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the each such quarter, and unaudited consolidated statements of income operations and cash flows of the Company and its subsidiaries, if any, subsidiaries for such quarterperiod and for the current fiscal year to date, and setting forth in comparative form the figures for the comparable prior year period and for the current fiscal year to date then reported, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures (other than for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredaccompanying notes), subject to changes resulting from year-end audit adjustments, all in reasonable detail and signed by the principal financial or accounting officer of the Company;detail. (c) As soon as practicable after the end of each month, month and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the each such month, and unaudited consolidated statements of income operations and cash flows of the Company and its subsidiaries, if any, subsidiaries for such monthperiod and for the current fiscal year to date, and setting forth in comparative form the budgeted figures for such period and for the current fiscal year then reported, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures (other than for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredaccompanying notes), subject to changes resulting from year-end audit adjustments, all in reasonable detail and signed by the principal financial or accounting officer of the Company;detail. (d) As soon as practicable, but in any event at least thirty (30) days prior to A copy of the beginning annual operating plan of each the Company for the next fiscal year, a year and an annual budget for the next fiscal yearyear of the Company containing profit and loss projections, prepared cash flow projections and capital expenditures, all on a monthly basis, andin the form approved by the Company's board of directors, as soon as prepared, it is available but in any other updated or revised budgets for such event prior to the end of the current fiscal year prepared by year. (e) The obligation of the Company and approved by to furnish financial information under this Section 7.1 shall terminate upon a public offering or when the BoardCompany becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

Financial Information. The Until the first to occur of (i) the date --------------------- on which the Company is required to file a report pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), by reason of the Company having registered any of its securities pursuant to Section 12(g) of the Exchange Act or (ii) quotations for the Common Stock of the Company are reported by the automated quotations system operated by the National Association of Securities Dealers, Inc. or by an equivalent quotations system or (iii) shares of the Common Stock of the Company are listed on a national securities exchange registered under Section 6 of the Exchange Act, the Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reportsPurchaser: (a) As so long as such Purchaser or its affiliates own any of the Series A Shares or Common Stock issued upon conversion of the Series A Shares, as soon as practicable after the end of each fiscal year, and in any event within one hundred twenty 120 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of operations and consolidated statements of cash flow of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles, all in reasonable detail and certified by independent public accountants of recognized national standing selected by the Company; and (120b) so long as the Purchaser continues to hold any of the Series A Shares or Common Stock issued upon conversion of the Series A Shares, as soon as practicable after the end of each fiscal quarter, and in any event within 45 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such fiscal quarter, and consolidated statements of operations and consolidated statements of cash flow of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles (except for required footnotes), all in reasonable detail, subject to changes resulting from year-end audit adjustments and inter-period allocations; and (c) so long as the Purchaser continues to hold at least 100,000 shares of the Company's Series A Preferred Stock (as adjusted for stock splits, combinations, dividends, distributions or recapitalizations), as soon as practicable after the end of each month and in any event within 30 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, month and consolidated statements of income and cash flows of the Company and its subsidiaries, if anyflow statements, for such yearmonth and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures (except for the previous fiscal yearrequired footnotes), all in reasonable detail detail, subject to changes resulting from year-end audit adjustments and audited by independent public accountants of national standing selected by the Company and approved by the Board;inter-period allocations; and (bd) As so long as the Purchaser continues to hold at least 100,000 shares of the Company's Series A Preferred Stock (as adjusted for stock splits, combinations, dividends, distributions or recapitalizations), as soon as practicable after the end of each quarter, and in any event within forty-five (45) no later than thirty days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of before the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a an annual budget for the next fiscal year, prepared (consisting of projected income statements and projected cash flow statements reported on a monthly basis, and, as soon as prepared, any other updated or revised budgets ) for such the subsequent fiscal year prepared by the Company and approved by the Boardyear.

Financial Information. The Company will furnish provide each Investor with the reports specified in subsection (a), (d) and (e) below and, for so long as such Investor is a holder of a minimum of 250,000 Series D Shares, Warrants for Series D Stock or an equivalent amount of Conversion Stock or of a combination of Series D Shares, Warrants for Series D Stock and Conversion Stock, including for purposes of this Section 7 any such Series D Shares, Warrants for Series D Stock or Conversion Stock transferred to each Major Holder a constituent partner, affiliate or transferee thereof under Section 1.14 limited liability company member of an Investor, the following reportsreports specified in subsections (b) and (c) below: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty ninety (12090) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income operations, stockholders' equity and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal yearconsistently applied, all in reasonable detail and audited by independent public accountants auditors of national standing selected by the Company and approved by reasonably acceptable to the Board;Investors. (b) As soon as practicable after the end of each quarter, month and in any event within forty-five thirty (4530) days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartereach such month, and unaudited consolidated statements of income operations and cash flows of the Company and its subsidiaries, if any, subsidiaries for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures (other than for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredaccompanying notes), subject to changes resulting from year-end audit adjustments, all in reasonable detail and signed by the principal financial or principal accounting officer of the Company;. (c) A copy of the annual operating plan of the Company for the next fiscal year and an annual budget for the next fiscal year of the Company containing profit and loss projections, cash flow projections and capital expenditures, all on a monthly basis, as soon as it is available but in any event prior to thirty (30) days before the end of the current fiscal year. (d) As soon as practicable after the end of each month, quarter and in any event within thirty forty five (3045) days thereafter (other than the last calendar month thereafter, a schedule of each fiscal year), unaudited consolidated balance sheets all stockholders of the Company by certificate number, class and series and a schedule of all outstanding interests in the Incentive Plan and any other stock option, stock purchase or similar equity incentive plan hereafter adopted by the Company with the approval of its subsidiaries, if any, as Board of the end of the month, and unaudited consolidated statements of income and cash flows Directors. (e) The obligation of the Company and its subsidiariesto furnish financial information under this Section 7.2 shall terminate upon a public offering or when the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, if anyas amended. Notwithstanding such termination, for a period of three years following the closing of such monthpublic offering, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for Company shall deliver to the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer Investors copies of the Company; (d) As soon as practicable's 10-Ks, but in any event at least thirty (30) days prior 10-Qs, 8-Ks and Annual Reports to Stockholders promptly after such documents are filed with the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company Securities and approved by the BoardExchange Commission.

Financial Information. (a) The Company will furnish the following reports to each Major Holder or transferee thereof under Section 1.14 the following reports: (a) As as soon as practicable after the end of each fiscal yearyear of the Company, and in any event within one hundred twenty (120) days thereafter, an audited consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited certified by independent public accountants of national standing selected by the Company and approved by the Board;Company. (bi) As The Company shall deliver to each Major Investor as soon as practicable after the end of the first, second, and third quarterly accounting periods in each quarterfiscal year of the Company, and in any event within forty-five (45) days thereafter (other than thereafter, or such later date as unanimously approved by the last calendar month Board of each fiscal year)Directors, an unaudited consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartereach such quarterly period, and an unaudited consolidated statements statement of income and cash flows of the Company and its subsidiaries, if any, and unaudited consolidated statements of income of the Company and its subsidiaries for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredconsistently applied, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and signed certified by the principal financial or accounting officer of the Company;, except that such financial statements need not contain the notes required by generally accepted accounting principles. (cii) As The Company shall furnish to each Major Investor as soon as practicable practicable, and in any case within forty-five (45) days after the end of each month, and in any event within thirty calendar month (30) days thereafter (other than except the last calendar month of each the Company’s fiscal year), monthly unaudited consolidated balance sheets financial statements of the Company and its subsidiaries, if any, as of the end of the each such calendar month, and an unaudited consolidated statements statement of income and cash flows of the Company and its subsidiaries, if any, and unaudited consolidated statements of income of the Company and its subsidiaries for such monthperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredconsistently applied, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and signed certified by the principal financial or accounting officer of the Company;, except that such financial statements need not contain the notes required by generally accepted accounting principles. (diii) As The Company shall furnish to each Major Investor as soon as practicable, but practicable and in any event at least no later than thirty (30) days prior to after the beginning close of each fiscal yearyear of the Company, a budget for or such later date as unanimously approved by the next fiscal yearBoard of Directors, an annual operating plan and budget, prepared on a monthly basis, andfor the next immediate fiscal year. The Company shall also furnish to each Major Investor, within a reasonable time of its preparation, amendments to the annual budget, if any. (iv) The Company agrees to provide each Major Investor, upon request, with such written information as soon may be required in order to permit such Major Investor to resell any shares of the Company’s stock pursuant to Rule 144A promulgated under the Securities Act. (b) The Company will permit each Major Investor and each Major Investor’s assigns to visit and inspect any of the properties of the Company, including its books of account and other records (and make copies thereof and take extracts therefrom), and to discuss its affairs, finances and accounts with the Company’s officers and its independent public accountants, all at such reasonable times and as preparedoften as each Major Investor may reasonably request. The provisions of this subsection (b) of Section 2.1 shall not be in limitation of any rights which any Major Investor may have with respect to the books and records of the Company, any other updated or revised budgets for such fiscal year prepared by to inspect its properties or to discuss its affairs, finances and accounts under the Company and approved by laws of the Boardjurisdiction in which it is incorporated.

Financial Information. The Company GoldMine will furnish to each Major Holder or transferee thereof under Section 1.14 the following reportsreports to Peregrine for as long as Peregrine is a holder of any GoldMine Common: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) 90 days thereafter, consolidated balance sheets of the Company GoldMine and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and consolidated statements of cash flows flow of the Company GoldMine and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, in all in reasonable detail and audited by GoldMine's independent public accountants of national standing selected by the Company and approved by the Board;accountants. (b) As soon as practicable after the end of each fiscal quarter, and in any event within forty-five (45) 45 days thereafter (other than the last calendar month of each fiscal year)thereafter, an unaudited consolidated balance sheets sheet of the Company and its subsidiaries, if anyGoldMine, as of at the end of the such quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, quarter and for the current fiscal year to date. Such financial statements shall be prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth GAAP (other than accompanying notes subject to year-end adjustments), in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company;detail. (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) 30 days prior to the beginning of each the fiscal year, a an annual operating plan budget for the next fiscal year, prepared year broken down on a monthly quarterly basis. (d) For so long as Peregrine is eligible to receive reports under this Section 4.1, andPeregrine shall also have the right, at its expense, to discuss the affairs, finances and accounts of GoldMine with GoldMine's officers, all at such reasonable times and as soon often as preparedmay be reasonably requested; provided, however, that GoldMine shall not be obligated to provide any other updated information that its Board of Directors reasonably considers to be a trade secret or revised budgets for to contain confidential information absent an undertaking to maintain the confidentiality of such fiscal year prepared by the Company and approved by the Boardinformation.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 To provide the following reportsfinancial information and statements in form and content reasonably acceptable to the Bank, and such additional information as reasonably requested by the Bank from time to time: (a) As soon as practicable after the end of each fiscal yearavailable, and but in any event within one hundred twenty (120) 120 days thereafterfollowing the end of the Parent Guarantor’s fiscal year, audited consolidated financial statements for Parent Guarantor and its Subsidiaries for such fiscal year, including a consolidated balance sheets sheet and related statements of the Company operations, shareholders’ equity and its subsidiaries, if any, cash flows as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited reported on by Ernst & Young LLP, or other independent public accountants of recognized national standing selected by and reasonably acceptable to the Company Bank (without a “going concern” or like qualification or exception or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the financial condition and approved by the Boardresults of operations of Parent Guarantor and its Subsidiaries on a consolidated basis in accordance with GAAP; (b) As soon as practicable after available, but in any event with sixty (60) days following the end of each quarter, and in any event within forty-five (45) days thereafter (other than of the last calendar month first three fiscal quarters of each fiscal year)year of Parent Guarantor, unaudited consolidated balance sheets of the Company financial statements for Parent Guarantor and its subsidiariesSubsidiaries for such fiscal quarter, if anyincluding a consolidated balance sheet and related statements of operations, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the quarter, and unaudited consolidated statements of income and cash flows then elapsed portion of the Company and its subsidiariesfiscal year, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing corresponding period or periods for (or, in audited financial statements shall not be requiredthe case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of Parent Guarantor as presenting fairly the financial condition and results of operations of Parent Guarantor and its Subsidiaries on a consolidated basis in reasonable detail accordance with GAAP, subject to normal year-end adjustments and signed by the principal financial or accounting officer absence of the Companyfootnotes; (c) As soon as practicable after available, but in any event with sixty (60) days following the end of each monthfiscal quarter of the Borrower, and in any event within thirty (30) days thereafter (other than submit to the last calendar month of each fiscal year), Bank unaudited consolidated financial statements for the Borrower and the SPE for such fiscal quarter, including a consolidated balance sheets sheet and related statements of the Company operations, shareholders’ equity and its subsidiaries, if any, cash flows as of the end of and for such fiscal quarter and the month, and unaudited consolidated statements of income and cash flows then elapsed portion of the Company and its subsidiariesfiscal year, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes corresponding period or periods for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly the financial condition and schedule disclosure appearing results of operations of the Borrower and the SPE on a consolidated basis in audited accordance with GAAP, subject, in the case of financial statements shall not be requireddelivered for the first three fiscal quarters of each fiscal year, all in reasonable detail to normal year-end adjustments and signed by the principal financial or accounting officer absence of the Companyfootnotes; (d) As soon as practicableConcurrently with any delivery of financial statements under clause (a) or (b) above, but a certificate (a “Compliance Certificate”) of a Financial Officer of Parent Guarantor certifying (i) that no Event of Default or Default has occurred or, if an Event of Default or Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and setting forth computations in any event at least thirty (30) days prior reasonable detail satisfactory to the beginning of each fiscal year, a budget Bank demonstrating whether or not Parent Guarantor is in compliance with the covenants set forth in Section 8 for the next fiscal year, prepared applicable period and (ii) that except as set forth on a monthly basisschedule thereto, since the date of the last Compliance Certificate (or the Closing Date, in the case of the first Compliance Certificate delivered hereunder) (A) no Loan Party has changed its legal name or form or jurisdiction of organization or acquired or formed a new Subsidiary and (B) neither the Borrower nor the SPE has acquired or filed a registration or application for registration for any Copyright, Patent or Trademark (as such terms are defined in the Security Agreement); (e) Promptly upon sending or receipt, copies of any management letters sent or received by Parent Guarantor to or from its auditors; and (f) Promptly, such other information concerning the business, operations, properties and condition of Parent Guarantor and its Subsidiaries as the Bank may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.2(a) or (b) may be delivered electronically and, as soon as preparedif so delivered, shall be deemed to have been delivered on the date on which Parent Guarantor posts such documents, or provides a link thereto, on Parent Guarantor’s website on the Internet at its website address provided to the Bank; provided that Parent Guarantor shall notify the Bank by telecopy or electronic mail of the posting of any other updated such documents and provide, if requested, to the Bank by electronic mail electronic versions of such documents; provided, further, however, that Parent Guarantor’s failure to so notify the Bank shall not give rise to a Default or revised budgets for such fiscal year prepared by the Company and approved by the BoardEvent of Default.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 mail the following reportsreports to Buyer for so long as Buyer is a holder of any Share: (ai) As soon as practicable after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), and in any event within forty-five (45) days thereafter, duplicate copies of (i) a consolidated balance sheet of the Company as at the end of such quarter, and (ii) statements of income, changes in shareholder's equity and cash flows of the Company for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter), setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles applicable to quarterly financial statements generally, and certified as complete and correct, subject to changes resulting from year-end adjustments, by a senior financial officer of the Company, and accompanied by the certificate required by this Agreement. (ii) As soon as practicable after the end of each fiscal yearyear of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, consolidated duplicate copies of (i) a balance sheets sheet of the Company and its subsidiaries, if any, as of at the end of such fiscal year, and (ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board; (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarterdetail, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form accompanied by (iii) an opinion thereon of independent certified public accountants of recognized national standing selected by the figures for the same quarter one year earlier; provided Company, which opinion shall, without qualification, state that footnotes and schedule disclosure appearing in audited such financial statements shall not be requiredpresent fairly, in all in reasonable detail and signed by material respects, the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets position of the Company being reported upon and its subsidiaries, if any, as results of the end of the month, and unaudited consolidated statements of income operations and cash flows and have been prepared in conformity with generally accepted accounting principles, and that the examination of the Company and its subsidiaries, if any, for such month, prepared accountants in connection with such financial statements has been made in accordance with generally accepted accounting principles applied on auditing standards, and that such audit provides a consistent reasonable basis for such opinion in the circumstances, and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited (iv) certification by a senior financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company;Company that such financial statements are complete and correct. (diii) As soon as practicablePromptly, but in any event at least thirty not more than five (305) business days prior after the receipt thereof, a copy of each other report submitted to the beginning Company by independent certified public accountants in connection with any annual, interim or special audit made by them of the books of the Company. (iv) Promptly upon their becoming available, one copy of each fiscal yearfinancial statement, a budget for the next fiscal yearreport, prepared on a monthly basis, and, as soon as prepared, any other updated notice or revised budgets for such fiscal year prepared proxy statement sent by the Company to stockholders generally, and approved of each regular or periodic report and any registration statement, prospectus or written communication (other than transmittal letters), and in each amendment thereto, in respect thereof filed by the BoardCompany with, or received by the Company in connection therewith from, the National Association of Securities Dealers, any securities exchange or the Securities and Exchange Commission or any successor agency. (v) For so long as Buyer is eligible to receive reports under this Section 7B(a), it shall also have the right, at its expense, to visit and inspect any of the properties of the Company or any of its subsidiaries, to examine their books of account and records, to discuss their affairs, finances and accounts with their officers and accountants and to consult with and advise their directors and officers on the management of the business, all at such reasonable times and as often as may be reasonably requested; PROVIDED, HOWEVER, that the Company shall not be obligated to provide any information that it reasonably considers to be a trade secret or to be confidential information.

Financial Information. The Company will Lessee agrees to furnish to each Major Holder or transferee thereof under Section 1.14 Lessor during --------------------- the following reportsTerm: (ai) As soon as practicable within 60 days after the end of each of the first three fiscal year, quarters in each fiscal year of Lessee and in any event within one hundred twenty (120) days thereafterGuarantor, consolidated balance sheets of the Company and its subsidiaries, if any, Guarantor as of the end of such fiscal year, quarter and consolidated related statements of income income, shareholders' equity and cash flows changes in financial condition of Guarantor for the period commencing at the end of the Company previous fiscal year and its subsidiariesending with the end of such quarter, if anytogether with the unaudited statements of Lessee, setting forth in each case in comparative form the corresponding figures for the corresponding period in such other preceding fiscal year, prepared in accordance with generally accepted accounting principles applied on and practices, provided -------- that so long as such Person is subject to the reporting provisions of the Securities Exchange Act of 1934 a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants copy of national standing selected by the Company and approved by the BoardLessees or Guarantor's Form 10-Q will satisfy this requirement as to such entity; (bii) As soon as practicable within 120 days after the end of each quarterfiscal year of Lessee and Guarantor, and in any event within forty-five (45) days thereafter (other than a copy of the last calendar month of each fiscal year)annual report for such year for Guarantor, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, Guarantor as of the end of such fiscal year and related statements of income, shareholders' equity and changes in financial condition of Guarantor for such fiscal year, together with the quarterunaudited statements of Lessee, in comparative form with the preceding fiscal year, and unaudited in the case of Guarantor's consolidated statements of income and cash flows of the Company and its subsidiariesstatements, if any, for such quarter, certified by independent certified public accountants as having been prepared in accordance with generally accepted accounting principles and practices consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; (except as noted therein), provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by so long as such Person is -------- subject to the principal financial or accounting officer report provisions of the CompanySecurities Exchange Act of 1934 a copy of Lessee's or Guarantor's annual report on Form 10-K will satisfy this requirement as to such entity; (ciii) As soon as practicable after accompanying the end of each month, and annual financial statements described in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal yearSection 24(b), unaudited consolidated balance sheets an Officers' Certificate of Lessee to the effect that the signer is familiar with or has reviewed the relevant terms of this Lease and has made, or caused to be made under his supervision, a review of the Company transactions and its subsidiaries, if any, as conditions of Lessee during the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each preceding fiscal year, a budget for and that such review has not disclosed the next existence during such fiscal year, prepared on a monthly basisnor does the signer have knowledge of the existence as at the date of such certificate, of any condition or event which constituted or constitutes an Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has taken or is taking or proposes to take with respect thereto; and (iv) from time to time, such other information relating to its financial, operational or business affairs or conditions as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the BoardLessor may reasonably request.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reports: (a) As soon as practicable after the end of each fiscal yearThe Borrower will, and in any event within one hundred twenty (120will cause each Subsidiary other than the Subsidiaries listed on Schedule 5.03(a) days thereafterto, consolidated balance sheets keep its books of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared account in accordance with generally accepted accounting principles applied on a consistent basis principles. (b) The Borrower will (subject to the last paragraph of this Section 5.03) furnish to the Administrative Agent for distribution to the Banks: (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited consolidated balance sheets of the Borrower and its Consolidated Entities and the related unaudited consolidated statements of operations, changes in equity and cash flow of the Borrower and its Consolidated Entities for such quarter and for the portion of the Borrower’s fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower’s previous fiscal year, all in reasonable detail and audited by independent public accountants certified (subject to normal year‑end adjustments) as to fairness of national standing selected by the Company and approved by the Board; (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared presentation in accordance with generally accepted accounting principles applied on a consistent basis in all material respects and setting forth consistency (except for changes concurred in by the Borrower’s independent public accountants) by the Chief Executive Officer, the Chief Financial Officer, the Treasurer, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within the earlier of (i) two Domestic Business Days after filing with the Securities and Exchange Commission and (ii) 120 days after the close of each case in comparative form fiscal year of the figures Borrower, as at the end of and for the same quarter one fiscal year earlier; provided that footnotes just closed, consolidated balance sheets of the Borrower and schedule disclosure appearing its Consolidated Entities and the related consolidated statements of operations, changes in audited financial statements shall not be requiredequity and cash flow for such fiscal year for the Borrower and its Consolidated Entities, all in reasonable detail and signed certified (without any qualification as to the scope of the audit) by Deloitte & ToucheKPMG LLP or other independent public accountants of nationally recognized standing selected by the principal financial or accounting officer Borrower, who shall have audited the books and accounts of the CompanyBorrower for such fiscal year; (ciii) As soon as practicable after with reasonable promptness, copies of all regular and periodical reports (including Current Reports on Form 8-K) filed with, or furnished to, the end of each month, Securities and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the CompanyExchange Commission; (div) As soon as practicablepromptly after the public announcement of, but or promptly after receiving a written notice of, a change (whether an increase or decrease) in any event at least thirty (30) days prior rating issued by either S&P or Xxxxx’x, solely to the beginning extent that the Borrower is then under an existing contract with such agency for the provision of each fiscal yearratings information pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a budget for notice setting forth such change; and (v) with reasonable promptness, such other information respecting the next fiscal yearbusiness, prepared on a monthly basisoperations and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, andfrom time to time, as soon as preparedreasonably request, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Board.including, without limitation,

Financial Information. The Company will furnish Borrower shall deliver to the Agent and each Major Holder or transferee thereof under Section 1.14 the following reportsLender: (a) As as soon as practicable and in any event within 60 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, and in any event within one hundred twenty (120) days thereafter, consolidated balance sheets year or the date on which another creditor of the Company and its subsidiariesBorrower first receives such information, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company Borrower and its subsidiariesSubsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, if anyand a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarterly period, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous corresponding period in the preceding fiscal year, all in reasonable detail and audited certified by independent public accountants an authorized financial officer of national standing selected by the Company and approved by the BoardBorrower, subject only to changes resulting from year-end adjustments; (b) As as soon as practicable and in any event within the earlier to occur of 120 days after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets year of the Company and its subsidiaries, if any, as Borrower or the date on which another creditor of the end of the quarterBorrower first receives such information, and unaudited consolidated statements of income and cash flows of the Company Borrower and its subsidiaries, if any, Subsidiaries for such quarteryear and a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form corresponding figures from the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredpreceding annual audit, all in reasonable detail and signed reasonably satisfactory in scope to the Required Lenders and certified by independent public accountants of recognized standing whose opinion shall be unqualified and otherwise satisfactory in scope and substance to the principal financial or Required Lenders, provided that such opinion shall be deemed otherwise satisfactory if prepared in accordance with GAAP and generally accepted accounting officer of the Companystandards; (c) As soon together with each delivery of financial statements required by clauses (a) and(b) above, an Officers' Certificate (i) setting forth the aggregate amount of Restricted Payments made during such fiscal period and computations showing the calculation of the covenants in Sections 7.01 7.03(d), 7.04(d), 7.04(e), 7.04(f), 7.05 and 7.07(b); and (ii) stating that to the best of his or her knowledge, after due inquiry, there exists no Default, or if any such Default exists, specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) promptly upon transmission thereof, copies of all such financial, proxy and information statements, notices and other reports as practicable are sent to the Borrower's stockholders and copies of all registration statements (with such exhibits as any holder reasonably requests) and all reports which are filed with the SEC; (e) promptly upon receipt thereof, a copy of each other report submitted to the Borrower or any of its Subsidiaries by independent accountants in connection with any material annual, interim or special audit made by them of the books of such Borrower or such Subsidiary pursuant to a request by the Borrower 's board of directors; (f) promptly after the end furnishing thereof, copies of any certificate, statement or report furnished to any other holder of the securities of the Borrower pursuant to the terms of any indenture, loan, credit or similar agreement or instrument and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.01; (g) promptly after the Borrower becomes aware of any change in the Borrower's Debt Ratings, notice of such change; (h) at the time of delivery of the financial statements referenced in Section 6.01(b), an annual forecast of the Borrower for the then current fiscal year; and (i) with reasonable promptness, such other financial data as the Agent or any Lender may reasonably request. The Borrower also covenants that forthwith upon a Responsible Officer obtaining actual knowledge of a Default, it will deliver to the Agent and the Lenders an Officers' Certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto. Documents required to be delivered pursuant to Section 6.01(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower's website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower's behalf on an Internet or intranet website, if any, to which each monthLender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) the Borrower shall notify the Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officers' Certificates required by Section 6.01(c) to the Agent. Except for such Officers' Certificates, the Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event within thirty (30) days thereafter (other than shall have no responsibility to monitor compliance by the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the monthBorrower with any such request for delivery, and unaudited consolidated statements each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Boarddocuments.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reports: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty ninety (12090) days thereafter, the Company will mail to Intel Corporation, as long as it remains a stockholder of the Company, and, as soon as practicable after receipt of a written request from any other Information Rights Holder (as defined below), to such Information Rights Holder consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows consolidated statements of changes in financial position of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, year all in reasonable detail and audited by independent public accountants of national standing selected by the Company Company. As used in this Section 5, the term "Information Rights Holder" shall mean any Holder that holds at least the lesser of (a) 75% of the Shares held by it as of the date of this Agreement, as shown on Schedule A attached hereto, and approved by the Board; (b) 25,000 shares of Registrable Securities (as adjusted to reflect stock dividends, stock splits, stock combinations, recapitalizations or the like). As soon as practicable after the end of the first, second and third quarterly accounting periods in each quarter, fiscal year of the Company and in any event within forty-five (45) days thereafter (thereafter, the Company will mail to Intel Corporation, as long as it remains a stockholder of the Company, and, as soon as practicable after receipt of a written request from any other than the last calendar month of each fiscal year)Information Rights Holder, unaudited to such Information Rights Holder a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartereach such quarterly period, and unaudited consolidated statements of income and cash flows consolidated statements of changes in financial condition of the Company and its subsidiaries, if any, subsidiaries for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures (other than for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredaccompanying notes), subject to changes resulting from year-end audit adjustments, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As . The Company also will provide to all members of its Board of Directors, to Intel Corporation and, upon prior written request, to any Information Rights Holder as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the each such month, and unaudited consolidated statements of income and cash flows consolidated statements of changes in financial condition of the Company and its subsidiaries, if any, subsidiaries for such monthmonth and for the current fiscal year to date, prepared in accordance with generally accepted the Company's standard internal accounting principles applied practices. The Company also will provide to all members of its Board of Directors, to Intel Corporation and, upon prior written request, to any Information Rights Holder on or before November 15 or each year a consistent basis and budget, in reasonable detail, setting forth in each case in comparative form the figures Company's planned expenditures and operating plans for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal following calendar year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Board.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reports: (a) As Borrower shall: as soon as practicable the same become available, but in any event within 120 days after the end of each fiscal financial year, deliver to the Agent in sufficient copies for the Banks its consolidated (if any) and non-consolidated audited financial statements (as signed by the gérant, and including the auditor's report), the consolidated (to the extent that such statements are usually prepared) or non-consolidated audited financial statements (if no consolidated statements are usually prepared) of each Partner (as signed by the authorised persons, and, if applicable, including the auditor's report), and the consolidated (if any) and non-consolidated audited financial statements of SSC Benelux for such financial year (as signed by two directors, and including the auditor's report); as soon as the same become available, but in any event within one hundred twenty (120) 90 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of after the end of the first half of each of the financial years of, respectively, itself and SSC Benelux, deliver to the Agent in sufficient copies for the Banks its financial statements and the financial statements of SSC Benelux for such fiscal yearperiod; as soon as and to the extent the same become available, deliver to the Agent in sufficient copies for the Banks any regularly published interim quarterly financial statements of each Partner; promptly deliver to the Agent in sufficient copies for the Banks its annual financial projections and budget as well as that of the Borrower's Group provided that the Agent and the Banks shall keep such information confidential; promptly deliver to the Agent in sufficient copies for the Banks the approved annual business plan of each of the Partners provided that the Agent and the Banks shall keep such information confidential; deliver to the Agent on a quarterly basis and in sufficient copies for the Banks occupancy rate reports plus the average rent per square meter relating to any storage site located in any European country where the Borrower's Group is operating its business; and from time to time on the request of the Agent, furnish the Agent in sufficient copies for the Banks with such readily available information about the business and financial condition of itself and any other member of the Group as the Agent may reasonably require. The Borrower shall, and consolidated shall ensure that SSC Benelux shall, prepare its financial statements to be delivered by it pursuant to Clause 14.1 in the long form (schéma complet) set out by Belgian accounting law, and shall not avail itself of income and cash flows any dispensation therefrom that it may be entitled to by reason of the Company and its subsidiaries, if any, for such year, specific company status and/or its size. The Borrower shall ensure that: each set of financial statements delivered by it pursuant to Clause 14.1 is prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case the United States (in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants respect of national standing selected by the Company and approved by the Board; (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal yearShurgard), unaudited consolidated balance sheets Belgian accounting law (in respect of SH SA, Recom and SCC Benelux) and Luxembourg accounting law (in respect of E-Parco) (subject always to Clause 14.2); and each set of financial statements delivered by it pursuant to paragraph (a) of Clause 14.1 has been audited (if applicable) by reputable auditors of international standing recognised in their respective jurisdiction. Each of the Company and its subsidiaries, if anyquarterly financial statements delivered under Clause 14.1(c) shall be accompanied by a compliance certificate substantially in the form of Schedule 7 part A or part B, as of the end of the quartercase may be, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting an authorised officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Boardrelevant Partner.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reports: (a) As soon as practicable after the end of each fiscal yearThe Borrower will, and in any event within one hundred twenty (120will cause each Subsidiary other than the Subsidiaries listed on Schedule 5.03(a) days thereafterto, consolidated balance sheets keep its books of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared account in accordance with generally accepted accounting principles applied on a consistent basis principles. (b) The Borrower will (subject to the last paragraph of this Section 5.03) furnish to the Administrative Agent for distribution to the Banks: (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited consolidated balance sheets of the Borrower and its Consolidated Entities and the related unaudited consolidated statements of operations, changes in equity and cash flow of the Borrower and its Consolidated Entities for such quarter and for the portion of the Borrower’s fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower’s previous fiscal year, all in reasonable detail and audited by independent public accountants certified (subject to normal year-end adjustments) as to fairness of national standing selected by the Company and approved by the Board; (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared presentation in accordance with generally accepted accounting principles applied on a consistent basis in all material respects and setting forth consistency (except for changes concurred in by the Borrower’s independent public accountants) by the Chief Executive Officer, the Chief Financial Officer, the Treasurer, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within the earlier of (i) two Domestic Business Days after filing with the Securities and Exchange Commission and (ii) 120 days after the close of each case in comparative form fiscal year of the figures Borrower, as at the end of and for the same quarter one fiscal year earlier; provided that footnotes just closed, consolidated balance sheets of the Borrower and schedule disclosure appearing its Consolidated Entities and the related consolidated statements of operations, changes in audited financial statements shall not be requiredequity and cash flow for such fiscal year for the Borrower and its Consolidated Entities, all in reasonable detail and signed certified (without any qualification as to the scope of the audit) by Deloitte & Touche LLP or other independent public accountants of nationally recognized standing selected by the principal financial or accounting officer Borrower, who shall have audited the books and accounts of the CompanyBorrower for such fiscal year; (ciii) As soon as practicable after with reasonable promptness, copies of all regular and periodical reports (including Current Reports on Form 8-K) filed with, or furnished to, the end of each month, Securities and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the CompanyExchange Commission; (div) As soon as practicablepromptly after the public announcement of, but or promptly after receiving a written notice of, a change (whether an increase or decrease) in any event at least thirty (30) days prior rating issued by either S&P or Mxxxx’x, solely to the beginning extent that the Borrower is then under an existing contract with such agency for the provision of each fiscal yearratings information pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a budget for notice setting forth such change; and (v) with reasonable promptness, such other information respecting the next fiscal yearbusiness, prepared on a monthly basisoperations and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, andfrom time to time, as soon as preparedreasonably request, any other updated or revised budgets for such fiscal year prepared including, without limitation, with respect to the performance and observance by the Company Borrower of the covenants and approved conditions contained in this Agreement. Reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 shall be deemed to have been delivered on the date on which the Borrower posts such reports or financial information on the Borrower’s website (wxx.xxxxxx.xxx) or at such other website as may be notified to the Administrative Agent and the Banks or when such reports or financial information are posted on the SEC’s website at wxx.xxx.xxx; provided, that the Borrower shall notify the Administrative Agent of any such posting; and provided further that the Borrower shall deliver paper copies of the reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 to the Administrative Agent, if so requested by any Bank to the BoardAdministrative Agent, until written notice to cease delivering such paper copies is given by such Bank to the Administrative Agent.

Financial Information. The So long as a Stockholder owns any Shares, the Company will shall furnish or otherwise make available to each Major Holder or transferee thereof under Section 1.14 such Stockholder the following reportsfollowing: (a) As soon as practicable promptly as practicable, and in any event within 90 days after the end of each fiscal yearyear of the Company, and in any event within one hundred twenty (120) days thereafter, copies of the audited annual consolidated balance sheets financial statements of the Company and its subsidiaries, if any, including a consolidated balance sheet of the Company and its subsidiaries as of at the end of such fiscal year, consolidated statements of income and of cash flow of the Company and its subsidiaries for such fiscal year and the related notes thereto, and stating in comparative form the figures as of the end of and for the previous fiscal year, accompanied by an audit report thereon by a firm of independent certified public accountants of national recognition; and (b) as promptly as practicable, and in any event within 45 days after the end of each fiscal quarter of the Company, copies of the unaudited quarterly consolidated financial statements of the Company, including a consolidated balance sheet of the Company and its subsidiaries as at the end of such fiscal quarter, and consolidated statements of income and of cash flows flow of the Company and its subsidiaries, if any, subsidiaries for such yearfiscal quarter and year to date period, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case stating in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board; (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of and for the quartercorresponding fiscal quarter and year to date period in the previous fiscal year; provided, and unaudited consolidated that such statements of income and cash flows need not cover periods prior to the date hereof. The Board may require that Other Investors execute a confidentiality agreement acceptable to the Board as a condition to the receipt of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting financial information set forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements this Sections 3.1, but such confidentiality agreement shall not be required, all in reasonable detail and signed apply to any financial information made publicly available by the principal financial Company in connection with or accounting officer of the Company;following a Public Offering. (c) As soon as practicable after The provisions of this Section 3.1 will terminate automatically (i) with respect to all Stockholders upon the end earlier to occur of each month, and in any event within thirty (301) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets a Sale of the Company or (2) a Qualified Public Offering and its subsidiaries(ii) with respect to any Stockholder who is or was at any time during the term of this Agreement a Management Investor, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for at such month, prepared in accordance with generally accepted accounting principles applied on time when such Stockholder ceases to be deemed a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the BoardManagement Investor hereunder.

Financial Information. (a) The Company will make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets, and devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reportsreports to the Holders at the times indicated: (ai) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) 90 days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of such fiscal year, and a consolidated statements statement of income and a consolidated statement of cash flows flow of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for of the previous fiscal year, all in reasonable detail detail, including all supporting schedules and audited comments and accompanied by the opinion of independent public accountants of recognized national standing selected by standing, which opinion shall state that such financial statements were prepared in accordance with generally accepted accounting principles consistently applied, fairly present the financial condition of the Company as of the date thereof and approved the period covered thereby, and that the audit by the Board;such accountants has been made in accordance with generally accepted auditing standards. (bii) As soon as practicable after the end of the first, second and third quarterly accounting periods in each quarterfiscal year of the Company, and in any event within forty-five (45) 45 days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartereach such quarterly period, and unaudited a consolidated statements statement of income and a consolidated statement of cash flows flow of the Company and its subsidiaries, if any, for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredprinciples, all in reasonable detail and signed signed, subject to changes resulting from year-end audit adjustments, by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Board.

Financial Information. The (a) Upon request, the Company will furnish to each Major Holder or transferee thereof under Section 1.14 the Key Investors, the Warrantholders and the Preferred Stockholders the following reports: (ai) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty ninety (12090) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board; (bii) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than including the last calendar month quarter of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the such quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlierbasis; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company;; and (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (diii) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Board. (b) The Company will furnish to each Major Holder who requests such information the reports set forth in (a) above.

Financial Information. The Company Borrower will furnish to the Agent, in sufficient copies for distribution by the Agent to each Major Holder Lender, in such detail as the Agent or transferee thereof under Section 1.14 the following reportsLenders shall request, the following: (a) As soon as practicable after the end of each fiscal yearavailable, and but in any event within one hundred twenty not later than ninety (12090) days thereafterafter the close of each Fiscal Year, consolidated audited and consolidating unaudited balance sheets of the Company sheets, and its subsidiaries, if any, as of the end of such fiscal yearincome statements, and consolidated cash flow statements of income and cash flows of changes in stockholders’ equity for the Company Borrower and its subsidiaries, if any, Subsidiaries for such yearFiscal Year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and the accompanying notes thereto, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail detail, fairly presenting the financial position and audited the results of operations of the Borrower and its consolidated Subsidiaries as at the date thereof and for the Fiscal Year then ended, and prepared in accordance with GAAP. Such statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated basis, accompanied by a report thereon unqualified in any respect of independent certified public accountants of national standing selected by the Company Borrower and approved by reasonably satisfactory to the Board;Agent. (b) As soon as practicable available, but in any event not later than thirty (30) days after the end of each month, consolidated and consolidating unaudited balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such month, and consolidated and consolidating unaudited income statements and consolidated cash flow statements for the Borrower and its consolidated Subsidiaries for such month and for the period from the beginning of the Fiscal Year to the end of such month, all in reasonable detail, fairly presenting the financial position and results of operations of the Borrower and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year and in the Borrower’s budget, and prepared in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a), except for the absence of footnotes and subject to normal year-end adjustments; provided that for any month ending on the last day of a fiscal quarter, and in any event within such information shall be deliverable not less than forty-five (45) days thereafter after the end of such month. The Borrower shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP and present fairly the Borrower’s financial position as at the dates thereof and its results of operations for the periods then ended, except for the absence of footnotes and subject to normal year-end adjustments. (other than c) With each of the last calendar month of each fiscal yearaudited Financial Statements delivered pursuant to Section 5.2(a), unaudited consolidated balance sheets a certificate of the Company independent certified public accountants that examined such statement to the effect that they have reviewed and its subsidiariesare familiar with this Agreement and that, in examining such Financial Statements, they did not become aware of any fact or condition which then constituted a Default or Event of Default with respect to the financial covenant set forth in Section 7.22 hereof, except for those, if any, described in reasonable detail in such certificate. (d) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a) and each of the monthly financial statements delivered pursuant to Section 5.2(b), a certificate of the chief financial officer of the Borrower setting forth in reasonable detail the calculations required to establish that the Borrower was in compliance with the covenants set forth in Section 7.22; together with a certificate of the chief financial officer of the Borrower stating that, except as explained in reasonable detail in such certificate, (1) the Borrower is, at the date of such certificate, in compliance in all material respects with all of its respective covenants and agreements in this Agreement and the other Loan Documents and (2) no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such month. In respect of each Certificate delivered in respect of a month ending on the last day of a fiscal quarter, such Certificate shall also certify that all of the representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are correct and complete in all material respects as at the date of such certificate as if made at such time, except for those that speak as of a particular date. If any certificate discloses that a representation or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Borrower has taken or proposes to take with respect thereto. (e) Not later than sixty (60) days after the beginning of each Fiscal Year, annual forecasts (to include forecasted consolidated, but not consolidating, balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries as at the end of and for each month of such Fiscal Year. (f) Promptly after filing with the quarterPBGC and the IRS, and unaudited consolidated statements a copy of income and cash flows each annual report or other filing filed with respect to each Plan of the Company and its subsidiariesBorrower. (g) Promptly upon the filing thereof, copies of all reports, if any, for to or other documents filed by the Borrower or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, and all reports, notices, or statements sent or received by the Borrower or any of its Subsidiaries to or from the holders of any equity interests of the Borrower (other than routine non-material correspondence sent by shareholders of the Borrower to the Borrower) or any such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form Subsidiary or of any Debt of the figures for Borrower or any of its Subsidiaries registered under the Securities Act of 1933 or to or from the trustee under any indenture under which the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company;is issued. (ch) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicableavailable, but in any event at least thirty (30) not later than 15 days prior to after the beginning of each fiscal yearBorrower’s receipt thereof, a budget copy of all final management reports and final management letters prepared for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, Borrower by any other updated or revised budgets for such fiscal year prepared by independent certified public accountants of the Company Borrower and approved by the BoardBorrower’s Board of Directors. (i) Promptly after their filing, copies of any and all proxy statements, financial statements, and reports which the Borrower makes available to its shareholders. (j) If requested by the Agent, promptly after filing with the IRS, a copy of each tax return filed by the Borrower or by any of its Subsidiaries. (k) Within the time periods specified by Section 9 of the Security Agreement, a Borrowing Base Certificate supporting information as set forth in Section 9 of the Security Agreement. (l) Such additional information as the Agent and/or any Lender may from time to time reasonably request regarding the financial and business affairs of the Borrower or any Subsidiary.

Financial Information. The So long as an Investor is a holder of not less than Two Million (2,000,000) Shares (as adjusted for any stock splits, consolidations and the like) (such Investor, a “Major Investor”), the Company will furnish to each such Major Holder or transferee thereof under Section 1.14 Investor the following reportsreports accompanied by a certificate of an officer of the Company in a form provided by Apax: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty ninety (12090) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited certified by independent public accountants of national standing selected by the Company and approved by the BoardCompany; (b) As soon as practicable after the end of each quarterpracticable, and but in any event within forty-five (45) days thereafter after the end of each of the first three (other than the last calendar month 3) quarters of each fiscal year)year of the Company, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quartersuch quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarterquarterly period, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredcorresponding quarterly periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and signed certified by the principal financial or accounting officer of the Company, except such financial statements need not contain the notes required by generally accepted accounting principles; (c) As soon as practicable after the end of each calendar month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the each calendar month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, flow for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis period and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such current fiscal year prepared by the Company and approved by the Board.to date;

Financial Information. The Company Borrower will furnish deliver to each Major Holder or transferee thereof under Section 1.14 Administrative Agent (with sufficient copies to distribute to all of the following reports:Banks): (a) As as soon as practicable available, but in no event later than ninety-five (95) days after the end of each fiscal yearFiscal Year of the Borrower, and in any event within one hundred twenty (120) days thereafter, an audited consolidated balance sheets sheet of the Company Borrower and its subsidiaries, if any, Consolidated Subsidiaries as of the end of such fiscal year, Fiscal Year and the related consolidated statements of Borrower's operations and consolidated statements of income and Borrower's cash flows of the Company and its subsidiaries, if any, flow for such yearFiscal Year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail and audited reported on by Ernst & Young LLP or other independent public accountants of national standing selected by the Company and approved by the Boardnationally recognized standing; (b) As as soon as practicable available, but in no event later than sixty (60) days after the end of each quarterof the first three Fiscal Quarters of the Borrower, (i) a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and the related consolidated statements of Borrower's operations and consolidated statements of Borrower's cash flow for such Fiscal Quarter and for the portion of the Borrower's Fiscal Year ended at the end of such Fiscal Quarter, all reported on by Ernst & Young LLP or other independent public accountants of nationally recognized standing, and in (ii) and such other information reasonably requested by the Administrative Agent or any event within Bank; (c) forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each monthFiscal Quarter, a certificate of the chief financial officer or the chief accounting officer of the Borrower or its general partner (the "Certifying Officer") (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Section 5.9 on the date of such financial statements; (ii) certifying (x) that such financial statements fairly present the financial condition and the results of operations of the Borrower on the dates and for the periods indicated, on the basis of GAAP, with respect to the Borrower subject, in the case of interim financial statements, to normally recurring year-end adjustments, and (y) that such officer has reviewed the terms of the Loan Documents and has made, or caused to be made under his or her supervision, a review in reasonable detail of the business and condition of the Borrower during the period beginning on the date through which the last such review was made pursuant to this Section 5.1(c) (or, in the case of the first certification pursuant to this Section 5.1(c), the Closing Date) and ending on a date not more than ten (10) Domestic Business Days prior to the date of such delivery and that (1) on the basis of such financial statements and such review of the Loan Documents, no Event of Default existed under Section 6.1(b) with respect to Sections 5.9 and 5.10 at or as of the date of said financial statements, and (2) on the basis of such review of the Loan Documents and the business and condition of the Borrower, to the best knowledge of such officer, as of the last day of the period covered by such certificate no Default or Event of Default under any other provision of Section 6.1 occurred and is continuing or, if any such Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof and, the action the Borrower proposes to take in respect thereof. Such certificate shall set forth the calculations required to establish the matters described in clause (1) above and shall attach as exhibits thereto the following: escrow closing statements, certified by the Certifying Officer, for each Qualifying Unencumbered Property which was acquired during the preceding Fiscal Quarter; an occupancy report setting forth the average Occupancy Rate for each Qualifying Unencumbered Property during the preceding Fiscal Quarter; and a report stating the Net Operating Income for each Qualifying Unencumbered Property during the preceding Fiscal Quarter with reasonable detail as to all property expenses and capital expenditures. (d) not less frequently than annually, and in any event within thirty fifteen (3015) days thereafter (other than after adoption by Borrower's Board of Directors, the last calendar month Borrower's business plan, any subsequent material revisions thereto, and a statement of each fiscal year), unaudited consolidated balance sheets projected cash flow of the Company Borrower and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures Consolidated Subsidiaries for the same twelve (12) month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by period following the principal financial or accounting officer date of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the BoardBusiness Plan.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the Lenders the following reportsinformation within the following time periods: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafterafter the close of the fiscal year of the Company, (i) the audited consolidated and consolidating balance sheets and statements of income and retained earnings and of changes in cash flow of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if anySubsidiaries, for such year, each in reasonable detail, each setting forth in comparative form the corresponding figures for the preceding year, prepared in accordance with generally accepted accounting principles applied on GAAP, and accompanied by a consistent basis report and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants unqualified opinion of national standing Deloitte & Touche LLP or other Independent Accountant selected by the Company and approved by the BoardRequired Lenders and (ii) a divisional operating income analysis for such year, in reasonable detail, setting forth in comparative form the corresponding analysis for the preceding year, prepared by the Company; (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (after the end of each fiscal quarter of the Company other than the last calendar month of each final fiscal year)quarter, unaudited consolidated balance sheets of the Company financial statements and its subsidiaries, if any, divisional operating income analyses similar to those required by clause (a) above as of the end of such period and for such period then ended and for the quarter, and unaudited consolidated statements of income and cash flows period from the beginning of the Company and its subsidiariescurrent fiscal year to the end of such period, if any, setting forth in comparative form the corresponding figures for such quarterthe comparable period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except that such quarterly statements need not include footnotes) and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed certified by the principal financial or accounting officer any two of the Companyofficers described in paragraph (d) below; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (after the end of each fiscal month of the Company other than the last calendar final month of each fiscal year)quarter, unaudited consolidated balance sheets of the Company financial statements and its subsidiaries, if any, divisional operating income analyses similar to those required by clause (a) above as of the end of such period and for such period then ended and for the month, and unaudited consolidated period from the beginning of the current fiscal year to the end of such period (except that no statements of income and cash flows of flow shall be required), setting forth in comparative form the Company and its subsidiaries, if any, corresponding figures for such monththe comparable period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP (except that such monthly statements need not include footnotes) and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed certified by the principal financial or accounting officer any two of the Companyofficers described in paragraph (d) below; (d) As soon at the time of delivery of each monthly, quarterly and annual statement, a certificate, executed by the Chief Financial Officer, Controller or Treasurer of the Company, stating that such officer has caused this Credit Agreement to be reviewed and has no knowledge of any default by the Company in the performance or observance of any of the provisions of this Credit Agreement, during such month or quarter or at the end of such year, or, if such officer has such knowledge, specifying each default and the nature thereof; (e) not later than the 25th day of the end of the prior four-week accounting period, a borrowing base certificate (the "Borrowing Base Certificate") in substantially the form of Exhibit L hereto, duly completed and certified by the Company's chief executive officer or chief financial officer, detailing the Borrowers' Eligible Accounts Receivable and Eligible Inventory as practicableof the most recent date of determination which shall be determined not less frequently than at the end of every four-week accounting period. In addition, on the 25th day after the end of the prior four-week accounting period, the Company shall furnish a written report to the Lenders setting forth (i) the accounts receivable aged trial balance for such prior accounting period indicating which Accounts are current, up to 30, 30 to 60 and over 60 days past due and listing the names and addresses of all applicable Account Debtors and (ii) a summary schedule of each category of Inventory owned by each Borrower. The Agent may, but shall not be required to, rely on each Borrowing Base Certificate delivered hereunder as accurately setting forth the available Borrowing Base for all purposes of this Credit Agreement until such time as a new Borrowing Base Certificate is delivered to the Agent in any event accordance herewith; Borrowing Base Certificates may be prepared and submitted to the Lenders on a more frequent basis than each four-week accounting period at least thirty the option of the Company and may be requested more frequently by the Agent in its reasonable discretion, provided that such certificate complies with the requirements set forth elsewhere herein; (30f) within forty-five (45) days prior to after the beginning end of each fiscal yearquarter of the Company, a budget for certificate in substantially the next form of Exhibit K attached hereto (the "Compliance Certificate") executed by the Chief Financial Officer, Controller or Treasurer of the Company, demonstrating compliance with the financial covenants contained in Article VIII by calculation thereof as of the end of each such fiscal yearperiod and the other provisions contained in the Compliance Certificate; (g) promptly upon receipt thereof, prepared on a monthly basis, and, copies of all management letters and other material reports which are submitted to the Company by its Independent Accountant in connection with any annual or interim audit of the books of the Company made by such accountants; (h) as soon as preparedpracticable but, in any event, within ten (10) Business Days after the issuance thereof, copies of such other updated financial statements and reports as the Company shall send to its stockholders as such, and copies of all regular and periodic reports which the Company may be required to file with the Securities and Exchange Commission or revised budgets any similar or corresponding governmental commission, department or agency substituted therefor, or any similar or corresponding governmental commission, department, board, bureau, or agency, federal or state; (i) no later than the last Business Day of February during each year when this Credit Agreement is in effect, a business plan for such fiscal year prepared of the Company which includes a projected consolidated balance sheet and statement of income for such fiscal year and a projected consolidated statement of cash flows for such fiscal year and, no later than the last Business Day of March during each year when this Credit Agreement is in effect, a business plan for such fiscal year of the Company which includes projected consolidated balance sheets and statements of income on a quarterly basis for such fiscal year and projected consolidated statements of cash flows on a quarterly basis for such fiscal year; (j) promptly upon receipt thereof, copies of all notices delivered to the Company or sent by the Company with respect to Senior Unsecured Debt, including, without limitation, any notice of default (the Company expressly agreeing to furnish all such notices by telecopy); (k) promptly and approved by in any event within two (2) Business Days after becoming aware of the Boardoccurrence of a Default or Event of Default, a certificate of the chief executive officer or chief financial officer of the Company specifying the nature thereof and the Borrowers' proposed response thereto, each in reasonable detail; and (l) with reasonable promptness, such other data as the Agent or any of the Lenders may reasonably request.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the Lenders the following reportsinformation within the following time periods: (a) As soon as practicable within one hundred fifteen (115) days after the end close of each fiscal yearyear of the Company, and in any event within one hundred twenty (120i) days thereafter, the audited consolidated balance sheets and statements of income and retained earnings and of changes in cash flow of the Company and its subsidiariesSubsidiaries for such year, if anyin reasonable detail, setting forth in comparative form the corresponding figures for the preceding year, prepared in accordance with GAAP, and accompanied by a report and unqualified opinion (which shall not be limited as to the scope of the audit or qualified as to the status of the Borrowers as a going concern) of an Independent Accountant selected by the Company and approved by the Agent (which approval will not be unreasonably withheld) and (ii) unaudited consolidating income statements of the Company and its Subsidiaries for each operating region as of the end of such fiscal year, together with fleet and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, performance measurements for such yearfiscal year for each operating region, prepared in accordance with generally accepted accounting principles applied on a consistent basis and each case setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal yearyear for each operating region, all in reasonable detail and audited certified by independent public accountants a Responsible Officer of national standing selected by the Company and approved by the BoardCompany; (b) As soon as practicable within sixty (60) days after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year of the Company and within thirty (30) days after the end of each other calendar month of the Company, (i) unaudited consolidated financial statements, including a consolidated balance sheet and statement of income and of changes in cash flow as of the end of such period and for the period from the beginning of the current fiscal year to the end of such period, setting forth in comparative form the corresponding figures for the comparable period in the preceding fiscal year and for the comparable period in the current fiscal year provided in the Company's annual budget for such current fiscal year, prepared in accordance with GAAP (except that such monthly statements need not include footnotes), certified by a Responsible Officer of the Company and (ii) unaudited consolidated balance sheets consolidating income statements of the Company and its subsidiariesSubsidiaries for each operating region, if anytogether with fleet and performance measurements for each such operating region, as of the end of such period and for the quarter, and unaudited consolidated statements of income and cash flows period from the beginning of the Company and its subsidiariescurrent fiscal year to the end of such period, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the corresponding figures for the same quarter one comparable period in the preceding fiscal year earlier; provided (except that footnotes and schedule disclosure appearing in audited financial such monthly statements shall need not be requiredinclude footnotes), all in reasonable detail and signed certified by the principal financial or accounting officer a Responsible Officer of the Company; (c) As soon at the time of delivery of each monthly and annual statement, a certificate, executed by a Responsible Officer of the Company, in substantially the form of Exhibit K attached hereto (the "Compliance Certificate"), and stating that such officer has caused this Credit Agreement to be reviewed and has no knowledge of any Default or Event of Default by the Borrowers in the performance or observance of any of the provisions of this Credit Agreement, during such month or at the end of such year, or, if such officer has such knowledge, specifying each Default or Event of Default and the nature thereof, and showing compliance by the Borrowers as practicable of the date of such statement with the financial covenants contained in Article VIII by calculation thereof at the end of such period; (d) not later than the close of business on the third Business Day of each week (or if such day is not a Business Day, then on the next succeeding Business Day), a borrowing base certificate (the "Borrowing Base Certificate") in substantially the form of Exhibit L hereto, duly completed and certified by a Responsible Officer of the Company, detailing the Borrowers' Eligible Accounts Receivable as of each Friday of the immediately preceding week and Eligible Vehicles as of the most recent date of determination which shall be determined not less frequently than monthly. In addition, within thirty (30) days after the end of each month, the Company shall furnish its written "Monthly Executive Management Report" (the "Management Report") to the Lenders setting forth (i) the accounts receivable aged trial balance at the immediately preceding month end for each account debtor, aged by invoice date (such aging reports shall indicate which Accounts are current, up to 30, 30 to 60, 60 to 90, and in any event within thirty (30) over 90 days thereafter (other than past due and, if requested by the last calendar month Agent, shall list the names of each fiscal yearall applicable account debtors), unaudited consolidated (ii) the accounts payable trial balance sheets at the immediately preceding month end for each account creditor, (iii) a report listing the credit memoranda issued for the immediately preceding month, (iv) calculations of ineligible Accounts, (v) a report detailing the performance of the Rental Machinery and Equipment, (vi) a report summarizing the composition of the Rental Machinery and Equipment, including changes in fleet mix, and (viii) a report listing any openings of any new equipment rental and sales locations and any closings of any equipment rental and sales locations. Notwithstanding the foregoing, the Agent, in its reasonable discretion, may (i) require or permit the Company to deliver the Borrowing Base Certificate more frequently or less frequently than weekly (but not less frequently than monthly) or (ii) require the Company to deliver the Management Report more frequently than monthly. The Agent may, but shall not be required to, rely on each Borrowing Base Certificate delivered hereunder as accurately setting forth the available Borrowing Base for all purposes of this Credit Agreement until such time as a new Borrowing Base Certificate is delivered to the Agent in accordance herewith; (e) promptly upon receipt thereof, copies of all management letters and other material reports which are submitted to the Company by its Independent Accountant in connection with any annual or interim audit of the books of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for made by such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Companyaccountants; (df) As as soon as practicablepracticable but, but in any event at least thirty event, within ten (3010) Business Days after the issuance thereof, copies of such other financial statements and reports as the Company shall send to its stockholders generally as such, and copies of all regular and periodic reports which the Company may be required to file with the Securities and Exchange Commission, including any "Management Discussion and Analysis", or any similar or corresponding governmental commission, department or agency substituted therefor, or any similar or corresponding Governmental Authority; (g) no later than fifteen (15) days prior to after the beginning of each fiscal year, a an annual budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared of the Company which includes projected consolidated balance sheets, statements of income, cash flows and availability and projected consolidated statements of cash flows on a monthly basis for such fiscal year for the Company and its consolidated Subsidiaries; (h) promptly upon receipt thereof, copies of all notices delivered to the Company by or on behalf of the holders of the Subordinated Debt or sent by the Company to the holders of the Subordinated Debt, including, without limitation, any notice of default; (i) promptly and approved by in any event within two (2) Business Days after becoming aware of the Boardoccurrence of a Default or Event of Default, a certificate of a Responsible Officer of the Company specifying the nature thereof and the Borrowers' proposed response thereto, each in reasonable detail; (j) with reasonable promptness, such other data or information as the Agent or any of the Lenders may reasonably request.

Financial Information. The For so long as the Investor and its subsidiaries hold, in the aggregate, at least 78,000 of the Shares (as adjusted for stock splits, stock dividends and the like) or more shares, the Company will furnish to each Major Holder or transferee thereof under Section 1.14 deliver the following reportsreports to the Investor: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) 90 days thereafter, consolidated balance sheets of the Company and its subsidiariesSubsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and consolidated statements of changes in cash flows flow of the Company and its subsidiariesSubsidiaries, if any, for such fiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company, together with a certificate of the Company and approved executed by the Board;chief executive officer or principal financial or accounting officer of the Company certifying that all covenants to be complied with by the Company hereunder have been complied with (or setting forth in reasonable detail any covenants that have not been so complied with). (b) As soon as practicable after the end of the first, second and third quarterly accounting periods in each quarterfiscal year of the Company, and in any event within forty-five (45) 60 days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited a consolidated balance sheets balance- sheet of the Company and its subsidiariesSubsidiaries, if any, as of the end of the quartereach such quarterly period, and unaudited consolidated statements of income and consolidated statements of change in cash flows flow of the Company and its subsidiaries, if any, for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures GAAP (other than for accompanying notes), subject to changes resulting from normal year-end audit adjustments, for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredperiods of the previous fiscal year, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets together with a certificate of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed executed by the chief executive officer or principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior Company certifying that all covenants to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared be complied with by the Company and approved by the Boardhereunder have been complied with (or setting forth in reasonable detail any covenants that have not been so complied with).

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reports: (a) As soon as practicable after the end of --------------------- each fiscal year, and in any event within one hundred twenty (120) days thereafter, the Company will provide each Stockholder with consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income income, stockholders' equity and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited (without qualification as to scope) by independent public accountants auditors of national standing selected by the Company. In addition, the Company and approved by will provide each Stockholder with the Board;following reports for so long as the Stockholder is a holder of a minimum of two hundred fifty thousand (250,000) shares of Preferred or Common Stock, including for purposes of this Section 2 any such Shares which have been transferred to an affiliate of a Stockholder: (ba) As soon as practicable after the end of each month and fiscal quarter, and in any event within thirty (30) days and forty-five (45) days thereafter (other than the last calendar month of each fiscal year)days, unaudited respectively, thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartereach such period, and unaudited consolidated statements of income and income, consolidated statements of changes in financial condition, a consolidated statement of cash flows flow of the Company and its subsidiaries, if any, subsidiaries and a statement of stockholders' equity for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for corresponding periods in the same quarter one year earlier; provided that footnotes previous fiscal year, and schedule disclosure appearing setting forth in audited financial statements shall not be requiredcomparative form the budgeted figures, prepared in accordance with generally accepted accounting principles (other than for accompanying notes), subject to changes resulting from year-end audit adjustments, all in reasonable detail and signed by the principal financial or accounting officer of the Company;. (cb) As soon as practicable after its adoption by the end Board of each monthDirectors, and in any event within thirty (30) days thereafter (other than a copy of the last calendar month of each fiscal year), unaudited consolidated balance sheets annual operating plan of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one next fiscal year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a an annual budget for the next fiscal yearyear of the Company containing profit and loss projections, prepared cash flow projections, and capital expenditures, all on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Board.

Financial Information. The Until the first to occur of (i) the date --------------------- on which the Company is required to file a report pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), by reason of the Company having registered any of its securities pursuant to Section 12(g) of the Exchange Act or (ii) quotations for the Common Stock of the Company are reported by the automated quotations system operated by the National Association of Securities Dealers, Inc. or by an equivalent quotations system or (iii) shares of the Common Stock of the Company are listed on a national securities exchange registered under Section 6 of the Exchange Act, the Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reportsPurchaser: (a) As so long as Purchaser or its affiliates own any of the Series C Shares or Common Stock issued upon conversion of the Series C Shares, as soon as practicable after the end of each fiscal year, and in any event within one hundred twenty 120 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of operations and consolidated statements of cash flow of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles, all in reasonable detail and certified by independent public accountants of recognized national standing selected by the Company; and (120b) so long as Purchaser continues to hold any of the Series C Shares or Common Stock issued upon conversion of the Series C Shares, as soon as practicable after the end of each fiscal quarter, and in any event within 45 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such fiscal quarter, and consolidated statements of operations and consolidated statements of cash flow of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with GAAP (except for required footnotes), all in reasonable detail, subject to changes resulting from year-end audit adjustments and inter-period allocations; and (c) so long as the Purchaser continues to hold at least 100,000 of the Series C Shares (as adjusted for stock splits, combinations, dividends, distributions or recapitalizations or the like), as soon as practicable after the end of each month and in any event within 30 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, month and consolidated statements of income and cash flows of the Company and its subsidiaries, if anyflow statements, for such yearmonth and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures GAAP (except for the previous fiscal yearrequired footnotes), all in reasonable detail detail, subject to changes resulting from year-end audit adjustments and audited by independent public accountants of national standing selected by the Company and approved by the Board;inter-period allocations; and (bd) As so long as Purchaser continues to hold at least 100,000 of the Series C Shares (as adjusted for stock splits, combinations, dividends, distributions or recapitalizations or the like), as soon as practicable after the end of each quarter, and in any event within forty-five (45) no later than 30 days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of before the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a an annual budget for the next fiscal year, prepared (consisting of projected income statements and projected cash flow statements reported on a monthly basis, and, as soon as prepared, any other updated or revised budgets ) for such the subsequent fiscal year prepared by the Company and approved by the Boardyear.

Financial Information. The Company will Lessee agrees to furnish to each Major Holder or transferee thereof under Section 1.14 Lessor during --------- ----------- the following reportsTerm: (ai) As soon as practicable within 60 days after the end of each of the first three fiscal year, quarters in each fiscal year of Lessee and in any event within one hundred twenty (120) days thereafterGuarantor, consolidated balance sheets of the Company and its subsidiaries, if any, Guarantor as of the end of such fiscal year, quarter and consolidated related statements of income income, shareholders' equity and cash flows changes in financial condition of Guarantor for the period commencing at the end of the Company previous fiscal year and its subsidiariesending with the end of such quarter, if anytogether with the unaudited statements of Lessee, setting forth in each case in comparative form the corresponding figures for the corresponding period in such other preceding fiscal year, prepared in accordance with generally accepted accounting principles applied on and practices, provided -------- that so long as such Person is subject to the reporting provisions of the Securities Exchange Act of 1934 a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants copy of national standing selected by the Company and approved by the BoardLessee's or Guarantor's Form 10-Q will satisfy this requirement as to such entity; (bii) As soon as practicable within 120 days after the end of each quarterfiscal year of Lessee and Guarantor, and in any event within forty-five (45) days thereafter (other than a copy of the last calendar month of each fiscal year)annual report for such year for Guarantor, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, Guarantor as of the end of such fiscal year and related statements of income, shareholders' equity and changes in financial condition of Guarantor for such fiscal year, together with the quarterunaudited statements of Lessee, in comparative form with the preceding fiscal year, and unaudited in the case of Guarantor's consolidated statements of income and cash flows of the Company and its subsidiariesstatements, if any, for such quarter, certified by independent certified public accountants as having been prepared in accordance with generally accepted accounting principles and practices consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; (except as noted therein), provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by so long as such Person is -------- subject to the principal financial or accounting officer report provisions of the CompanySecurities Exchange Act of 1934 a copy of Lessee's or Guarantor's annual report on Form 10-K will satisfy this requirement as to such entity; (ciii) As soon as practicable after accompanying the end of each month, and annual financial statements described in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal yearSection 24(b), unaudited consolidated balance sheets an Officers' Certificate of Lessee to the effect that the signer is familiar with or has reviewed the relevant terms of this Lease and has made, or caused to be made under his supervision, a review of the Company transactions and its subsidiaries, if any, as conditions of Lessee during the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each preceding fiscal year, a budget for and that such review has not disclosed the next existence during such fiscal year, prepared on a monthly basisnor does the signer have knowledge of the existence as at the date of such certificate, of any condition or event which constituted or constitutes an Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has taken or is taking or proposes to take with respect thereto; and (iv) from time to time, such other information relating to its financial, operational or business affairs or conditions as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the BoardLessor may reasonably request.

Financial Information. The So long as an Investor shall owns Shares, the Company will furnish to each Major Holder or transferee thereof under Section 1.14 such Investor the following reports: (a) As as soon as practicable after the end of each Company fiscal year, and in any event within one hundred twenty (120) 120 days thereafter, audited consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and losses, shareholders' equity and cash flows of the Company and its subsidiaries, if any, for such fiscal year, prepared in accordance with generally accepted accounting principles by a regionally recognized accounting firm and setting forth in each case in comparative form the figures for the previous fiscal year, if any, all in reasonable detail and accompanied by a report and opinion thereon by independent auditors selected by the Company's Board of Directors; (b) as soon as practicable after the end of each of the first three quarters of the Company's fiscal year, but in any event within 60 days after the end of each such quarter, the unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal yearquarter, and its unaudited consolidated statements of income and losses, shareholders' equity and cash flows of the Company and its subsidiaries, if any, for such yearquarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous corresponding period of the preceding fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board; (b) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided principles, except that footnotes and schedule disclosure appearing in audited such financial statements shall may not contain notes and will be requiredsubject to year-end adjustment, all in reasonable detail and signed certified by the principal financial or accounting officer of the Company;; and (c) As as soon as practicable after the end of each monthadoption thereof, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of an annual operating plan for the Company and for each or its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basisyears, and, as soon as preparedpracticable after the adoption thereof, copies of any other updated or revised budgets for revisions to such fiscal year prepared annual operating plan. The Company may refuse the rights granted pursuant to this Section to any transferee of any such rights if the proposed transferee is reasonably believed by the Company and approved by to be a competitor of the BoardCompany.

Financial Information. The Company will Tenant shall furnish to each Major Holder or transferee thereof under Section 1.14 the following reportsLandlord: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board; (b) As soon as practicable after the end of each quarter, available and in any event within forty-five (45) days thereafter (other than after the last calendar month end of each quarterly accounting period in each fiscal year)year of Tenant, unaudited copies of a consolidated balance sheets sheet of the Company Tenant and its subsidiaries, if any, consolidated subsidiaries as of the end last day of such quarterly accounting period, and copies of the quarter, and unaudited related consolidated statements of income and cash flows of changes in shareholders' equity and in financial position of Tenant and its consolidated subsidiaries for such quarterly accounting period and for the elapsed portion of the Company current fiscal year ended with the last day of such quarterly fiscal year ended with the last day of such quarterly accounting period, all in reasonable detail and its subsidiarieswith appropriate notes, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case stating in comparative form the figures for the same quarter one corresponding dates and periods in the previous fiscal year, all prepared in accordance with the generally accepted accounting practice consistently applied, certified as complete and correct in all material respects by the chief financial officer of Tenant (subject to year-end audit adjustments), and otherwise in form satisfactory to Landlord; (b) As soon as available and in any event within ninety (90) days after the end of each fiscal year earlier; provided that footnotes of Tenant, copies of a consolidated balance sheet of Tenant and schedule disclosure appearing its consolidated subsidiaries as of the end of such fiscal year, and copies of the related consolidated statements of income and of changes in audited shareholders' equity and in financial statements shall not be requiredposition of Tenant and its consolidated subsidiaries for such fiscal year, all in reasonable detail and signed by with appropriate notes, if any, and all prepared in accordance with generally LOT B accepted accounting practice consistently applied and stating in comparative form the principal financial or accounting officer corresponding figures as of the Companyend of and for the previous fiscal year, and accompanied by an opinion or report thereon, in scope and substance satisfactory to Landlord, by Xxxxx Xxxxx & Company or such other firm of independent certified public accountants of recognized standing in the financial community as may be selected by Tenant and reasonably acceptable to Landlord and otherwise in a form satisfactory to Landlord; (c) As soon as practicable after Notwithstanding the end of each month, and requirements set forth in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal yearParagraphs 17.1(a), unaudited consolidated balance sheets 17.1(b) and 17.1(d), Tenant need not comply with such requirements if the stock of Tenant is traded on the Company New York Stock Exchange, or Tenant shall be required to file periodic reports with the Securities and its subsidiaries, if anyExchange Commission under the Securities Exchange Act of 1934, as of the end of the monthamended, but Tenant shall be required to deliver to Landlord all financial information and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for reports as are sent to Tenant's shareholders at the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial time as such information or accounting officer of the Company;reports are sent to Tenant's shareholders. (d) As soon as practicableConcurrently with each of the financial statements furnished pursuant to-Subparagraphs 17.1(a) or 17.1(b) above, but in any event at least thirty (30) days prior a certificate signed by the chief financial officer of Tenant, to the beginning effect that in the opinion of each fiscal yearsuch officer, based upon a budget for review made under his or her supervision, Tenant has performed and observed all of, and is not in default in the next fiscal yearperformance or observance of any of, prepared on a monthly basisits obligations under this Lease (or, andif such be not the case, as soon as preparedspecifying all such defaults and failures, and the nature thereof, of which such officer may have knowledge and the action proposed to be taken in respect thereof); (e) Copies of all regular and periodic reports or other reports which Tenant shall make or be required to file with (i) the Securities and Exchange Commission or (ii) any other updated federal or revised budgets for such fiscal year prepared by state regulatory agency or with any municipal or other local body which relate to the Company and approved by the BoardLeased Premises.

Financial Information. The Company will For so long as any of the Purchasers own any Preferred Stock (or securities issued upon conversion or exchange thereof other than Common Stock), the Corporation shall prepare and furnish to each Major Holder or transferee thereof under Section 1.14 Purchaser the following reportsfollowing: (a) As soon as practicable within ninety (90) days after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter, a copy of the consolidated balance sheets of the Company and its subsidiaries, if any, sheet as of the end of such fiscal year, and consolidated statements of income income, retained earnings and cash flows of the Company and its subsidiaries, if any, Corporation for such year, year as prepared in accordance with generally accepted accounting principles applied on and certified by a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by nationally recognized independent public accountants of national standing selected by accounting firm reasonably acceptable to the Company and approved by the BoardPurchasers; (b) As as soon as practicable after the end of each quarter, and and, in any event event, within forty-five (45) days thereafter (other than after the last calendar month end of each fiscal year)quarter, unaudited a copy of the consolidated balance sheets sheet of the Company and its subsidiaries, if any, Corporation as of the end of the quartersuch quarter and a statement of income, and unaudited consolidated statements of income retained earnings and cash flows of the Company Corporation for such quarter and its subsidiaries, if any, for the portion of the fiscal year ending on the last day of such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed certified as to accuracy, subject to year-end audit adjustments, by the principal financial or accounting officer of the CompanyCorporation; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other not later than the last calendar month forty-fifth (45th) day prior to the first day of each fiscal yearyear of the Corporation (commencing with the fiscal year beginning on January 1, 2000), unaudited consolidated an annual plan containing projections (including detailed assumptions) of the balance sheets of the Company Corporation and its subsidiariesincome statements and statements of cash flows of the Corporation and, if any, in each case as of the end of the month, each month in such fiscal year and unaudited consolidated statements of income and cash flows as of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in end of each case in comparative form of the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredfour following fiscal years, all in such reasonable detail and signed by as the principal financial or accounting officer of the Company;Purchasers may require; and (d) As soon as practicableapplicable, but in any event at least thirty (30) days prior furnish to the beginning Purchasers the following: (i) Copies of each fiscal yearall financial statements and reports that the Corporation sends to its stockholders, a budget for lenders or directors, or files with the next fiscal yearSecurities and Exchange Commission or any stock exchange or quotation bureau on which any securities of the Corporation may be listed or quoted; and 17 18 Medsxxx.xxx, prepared on a monthly basisXxc. Rights Agreement (ii) Promptly upon receipt thereof, andcopies of any reports submitted to the Corporation by independent certified public accountants, as soon as preparedincluding, any other updated or revised budgets for without limitation, in connection with examination of the financial statements of the Corporation made by such fiscal year prepared by the Company and approved by the Boardaccountants.

Financial Information. The Upon the written request of any Major Investor, the Company will shall furnish to each such Major Holder or transferee thereof under Section 1.14 Investor the following reports: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty ninety (12090) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and income, cash flows and stockholders’ equity of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis (“GAAP”) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited certified by independent public accountants of national standing selected by the Company and approved by the BoardCompany; (b) As soon as practicable after the end of each quarterpracticable, and but in any event within forty-five (45) days thereafter after the end of each of the first three (other than the last calendar month 3) quarters of each fiscal year)year of the Company, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quartersuch quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarterquarterly period, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredcorresponding quarterly periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and signed certified by the principal financial or accounting officer of the Company, except such financial statements need not contain the notes required by generally accepted accounting principles; (c) As soon as practicable after upon approval or adoption by the end of each monthBoard, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a copy of the Company’s budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets and operating plan (including projected balance sheets and profit and loss and cash flow statements) for such fiscal year prepared by year; (d) As soon as practicable after the end of each calendar month, and in any event within thirty (30) days thereafter, consolidated balance sheets of the Company and approved its subsidiaries, if any, as of the end of each calendar month, and consolidated statements of income and cash flow for such period and for the current fiscal year to date; (e) As soon as practicable, but in any event within thirty (30) days after the end of each fiscal quarter of the Company, an updated list of all holders of capital stock of the Company that includes the name of each holder and the number and class of shares held by each holder and an updated list of all holders of options and warrants of the Company that includes the name of each holder, the exercise price, the number of shares issued and issuable under such option or warrant, the acceleration provisions, if any, that apply to the vesting provisions in each such option and, if applicable, the number of shares vested thereunder; and (f) With respect to the financial statements called for in subsections (b) and (c) of this Section 3.1, an instrument executed by the BoardChief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustments, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board determines that it is in the best interest of the Company to do so.

Financial Information. The Company will shall furnish to each Major Holder the Agent (and the Agent agrees to promptly deliver or transferee thereof under Section 1.14 make available to the following reports:Lenders): (a) As soon as practicable available, but in any event not later than the fifth Business Day after the 105th day following the end of each fiscal yearFiscal Year of the Company (or such longer period as may be permitted by the SEC for the filing of annual reports on Form 10-K) (commencing with the Fiscal Year ending December 31, and in any event within one hundred twenty (120) days thereafter2019), audited consolidated balance sheets of the Company and its subsidiaries, if anyConsolidated Parties, as of at the end of such fiscal yearFiscal Year, and the related consolidated statements of income operations, shareholders’ equity and cash flows of the Company and its subsidiariesflows, if anysetting forth, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case case, in comparative form the figures for and as of the end of the previous fiscal yearFiscal Year, plus a customary narrative review for such Fiscal Year, fairly presenting in all material respects the financial position and the results of operations of the Consolidated Parties as at the date thereof and for the Fiscal Year then ended, and prepared in reasonable detail and audited accordance with GAAP in all material respects. Such consolidated statements shall be reported on by independent public accountants of recognized national standing selected by (without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit unless such qualification or exception is solely with respect to, or resulting solely from, (i) an upcoming maturity date of any material Indebtedness that is scheduled to occur within one year from the date such report is delivered or (ii) any potential inability to satisfy any financial maintenance covenant included in any Indebtedness of the Company and approved by the Boardor any Subsidiary on a future date or in a future period); (b) As soon as practicable available, but in any event not later than the fifth Business Day after the 50th day following the end of each quarter, and in any event within forty-five (45) days thereafter (other than of the last calendar month first three Fiscal Quarters of each fiscal yearFiscal Year of the Company (or such longer period as may be permitted by the SEC for the filing of quarterly reports on Form 10-Q) (commencing with the Fiscal Quarter ending June 30, 2019), unaudited consolidated balance sheets of the Company and its subsidiaries, if anyConsolidated Parties, as of at the end of the quartersuch Fiscal Quarter, and the related unaudited consolidated statements of operations and comprehensive income and cash flows of the Company and its subsidiaries, if any, Consolidated Parties for such quarterFiscal Quarter and for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth forth, in each case case, in reasonable detail, in comparative form form, the figures for and as of the same quarter one year earlier; provided that corresponding period in the prior Fiscal Year, and prepared in all material respects in conformity with GAAP, subject to normal year-end adjustments and the absence of footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed certified by the principal financial or accounting officer a Responsible Officer of the CompanyCompany as being prepared in all material respects in conformity with GAAP and fairly presenting in all material respects the Consolidated Parties’ financial position as at the dates thereof and their results of operations for the periods then ended, subject to normal year¬endyear-end adjustments and the absence of footnotes; (c) As soon as practicable available, but in any event not later than the fifth Business Day after the 105th day following the end of each monthFiscal Year of the Company, annual forecasts (to include forecasted consolidated balance sheets, and in any event within thirty (30the related forecasted consolidated statements of operations and cash flows, U.S. Borrowing Base, Canadian Borrowing Base, Excess Availability, U.S. Excess Availability and Multicurrency Excess Availability projections) days thereafter (other than for the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, Consolidated Parties as of at the end of the month, and unaudited consolidated statements for each fiscal quarter of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the CompanyFiscal Year; (d) As soon Concurrently with the delivery of the annual audited Financial Statements pursuant to Section 7.2(a) and the quarterly Financial Statements pursuant to Section 7.2(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Company; and (e) Such additional information as practicable, but in the Agent on its own behalf or on behalf of any event at least thirty Lender (30acting through the Agent) days prior may from time to time reasonably request regarding the financial and business affairs of any Obligor or any of its Subsidiaries. Documents required to be delivered pursuant to Section 7.2(a) or (b) (to the beginning of extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are (i) posted on the Company’s behalf on an Internet or intranet website, if any, to which each fiscal yearLender and the Agent have access (whether a commercial, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated third-party website or revised budgets for such fiscal year prepared whether sponsored by the Agent); or (ii) available on the SEC’s website on the Internet at xxx.xxx.xxx; provided that the Company and approved by shall notify the BoardAgent (which shall notify each Lender) of the posting of any such documents.

Financial Information. (a) The Company will furnish to each Major Holder or transferee thereof under Section 1.14 provide the following reportsreports to Investor: (ai) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) 90 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income operations and of cash flows and stockholders' equity of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company Company, and approved a capitalization table in reasonable detail for such fiscal year. (ii) At least thirty days prior to the beginning of each fiscal year, a budget adopted by the BoardCompany's Board of Directors for the fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (biii) As soon as practicable Within 30 days after the end of each quartermonthly accounting period, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited a consolidated condensed balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartereach such monthly period, and unaudited consolidated statements condensed statement of income and cash flows operations of the Company and its subsidiaries, if any, subsidiaries for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on (other than for accompanying notes), subject to changes resulting from year-end audit adjust ments, together with management's analysis of results and a consistent basis and setting forth in each case in comparative form statement of the figures chief financial or accounting officer of the Company explaining any differences from the budget for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredsuch monthly accounting period, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all capitalization table in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Boardmonthly accounting period.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 provide the --------------------- Investors the following reports:reports for so long as the Investor is a holder of a minimum of 100,000 shares of Common Stock (as adjusted for recapitalizations, stock splits, stock dividends, and the like): (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income income, stockholders' equity and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants auditors of national standing selected by the Company and approved by the Board;Company. (b) As soon as practicable after the end of each quarter, fiscal quarter and in any event within forty-forty five (45) days thereafter (other than the last calendar month of each fiscal year)thereafter, unaudited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the each such quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, subsidiaries for such quarterquarter (set forth on a monthly basis) and for the current fiscal year to date, and setting forth in comparative form the budgeted figures for such quarter and for the current fiscal year to date then reported, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal for accompanying notes and subject to changes resulting from year-end audit adjustments), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance ." This Amendment shall be effective with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, regard to all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared Holders upon execution by the Company and approved by the BoardHolders who hold more than fifty percent (50%) of the outstanding Registrable Securities as provided in Section 18.6 of the Rights Agreement. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. THE COMPANY: NEUROCRINE BIOSCIENCES, INC. By:_______________________________________________ Title:____________________________________________ HOLDERS: ABINGWORTH BIOVENTURES By:_______________________________________________ Title:____________________________________________ AVALON MEDICAL PARTNERS, L.P. By:_______________________________________________ General Partner __________________________________________________ XXXXXX XXXXXXXX __________________________________________________ XXXXX X. XX XXXXX __________________________________________________ XXXX X. XXXXXXX THE XXXXXX FAMILY TRUST, DATED AUGUST 25, 1986, XXXXX X. XXXXXX, XX. AND XXXXXXXXX X. XXXXXX, TRUSTEES By:_______________________________________________ Xxxxx X. Xxxxxx, Xx., Trustee XXXXXXX XXXXXXX XXXXXXXX & XXXXX VI By: Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VI Associates By:__________________________________________ General Partner XXXXXXX XXXXXXX XXXXXXXX & XXXXX VI FOUNDERS FUND By: Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VI Associates By:__________________________________________ General Partner __________________________________________________ XXXXX XXXXXXX XXXXXXXX VENTURES LIMITED PARTNERSHIP By:_______________________________________________ Title:____________________________________________ SCHRODERS INCORPORATED By:_______________________________________________ Title:____________________________________________ SCHRODER VENTURE U.S. TRUST By:_______________________________________________ Title:____________________________________________ __________________________________________________ XX. XXXXXXXX XXXXXXXX VALE PARTNERS __________________________________________________ General Partner __________________________________________________ XX. XXXXX W. VALE FIFTH AMENDMENT

Financial Information. (a) The Company will furnish the following reports to each Major Holder or transferee thereof under Section 1.14 the following reports: (a) Holder: As soon as practicable after the end of each fiscal yearyear of the Company, and in any event within one hundred twenty ninety (12090) days thereafter, an audited consolidated balance sheets sheet and statement of shareholders' equity of the Company and its subsidiaries, if any, as of at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited certified by independent public accountants of recognized national standing selected by the Company and approved by the Board;Company. (b) As The Company shall deliver to each Major Investor: (i) within thirty (30) days of the end of each month, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (ii) as soon as practicable after the end of the first, second, and third quarterly accounting periods in each quarterfiscal year of the Company, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year)thereafter, an unaudited consolidated balance sheets sheet of the Company and its subsidiaries, if any, as of the end of the quartereach such quarterly period, and unaudited consolidated statements of income and statement of cash flows flow of the Company and its subsidiaries, if any, subsidiaries for such quarterperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be requiredconsistently applied, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and signed certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by generally accepted accounting principles; (ciii) As as soon as practicable after practicable, but in any event fifteen (15) days prior to the end of each month, and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated a business plan and a budget for the next fiscal year, which budget shall be prepared on a monthly basis, including balance sheets sheets, income statements and statements of cash flows for such months and, as soon as prepared, any revised business plans or budgets prepared by the Company; (iv) with respect to the financial statements called for in subsections (a) and (b)(ii) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for certifying that such month, financials were prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis with prior practice for earlier periods (with the exception of footnotes that may be required by generally accepted accounting principles) and setting forth in each case in comparative form fairly present the figures financial condition of the Company and its results of operation for the same month one year earlierperiod specified, subject to year-end audit adjustments; provided and (v) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as a Major Investor, or upon reasonable consent of the Company, any assignee of such Major Investor may from time to time request; provided, however, that footnotes and schedule disclosure appearing in audited financial statements the Company shall not be required, all in reasonable detail and signed by the principal financial obligated under this subsection (v) or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated subsection of Section 2.1 to provide information that it deems in good faith to be a trade secret or revised budgets for such fiscal year prepared by the Company and approved by the Boardsimilar confidential information.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the following reports: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter, the Company will furnish to each Holder, or transferee thereof under Section 1.14, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company and approved by the Board;. The Company will furnish to each Major Holder under Section 1.14 the following reports: (ba) As soon as practicable after the end of each quarter, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail (in a form acceptable to the Major Holders) and signed by the principal financial or accounting officer of the Company; (cb) As soon as practicable after the end of each month, and in any event within thirty forty-five (3045) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail (in a form acceptable to the Major Holders) and signed by the principal financial or accounting officer of the Company; (dc) As soon as practicable, but in any event at least thirty sixty (3060) days prior to the beginning of each fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses and cash position on a month-to-month basis for the next upcoming fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the Board.

Financial Information. The Company will furnish to each Major Holder or transferee thereof under Section 1.14 the Lenders the following reportsinformation within the following time periods: (a) As soon as practicable after the end of each fiscal year, and in any event within one hundred and twenty (120) days thereafterafter the close of the fiscal year of the Company, the audited consolidated balance sheets sheet and consolidated statements of income, members' equity and cash flow of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if anySubsidiaries, for such year, each in reasonable detail, each setting forth in comparative form the corresponding figures for the preceding year, prepared in accordance with generally accepted accounting principles applied on GAAP, and accompanied by a consistent basis report and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants unqualified opinion of national standing Ernst & Young LLP or other Independent Accountant selected by the Company and approved by the BoardRequired Lenders; (b) As soon as practicable within sixty (60) days after the end of each quarterof the first three (3) fiscal quarters of the Company, and in any event within forty-five (45) days thereafter (other than the last calendar month of each fiscal year), unaudited consolidated balance sheets sheet and consolidated statement of income and, beginning December 31, 1999, a consolidated statement of cash flow, of the Company and its subsidiariesconsolidated Subsidiaries, if anyin the form regularly prepared by the Company and consistent with the Financials, together with a certificate of the chief financial officer, controller or treasurer of the Company stating that such financial statements fairly present the financial condition of the Company and its consolidated Subsidiaries at the dates thereof and the results of their operations for the periods indicated (subject to normal year-end and audit adjustments and the absence of statements of members' equity and footnotes) and that such financial statements have been prepared in conformity with GAAP consistently applied throughout the periods involved except as otherwise disclosed in such financial statements; (c) within thirty (30) days after the end of each fiscal month of the Company, a copy of the internal Company-prepared operating income analysis for such month and for the period from the beginning of the current fiscal year to the end of such month, in reasonable detail, and beginning June 30, 2000, setting forth in comparative form the corresponding analysis for the same month and same year-to-date period in the preceding fiscal year, in the form regularly prepared by the Company, certified by the chief financial officer, controller or treasurer of the Company as being a true and correct copy; (e) not later than the 15th day of each month, a borrowing base certificate (the "Revolving Credit Borrowing Base Certificate") in substantially the form of Exhibit J-1 hereto, duly completed and certified ---------- by the Company's chief executive officer or chief financial officer, detailing the Borrowers' Eligible Accounts Receivable as of the end of the quarterimmediately preceding month and Eligible Inventory as of the most recent date of determination which shall be determined not less frequently than monthly. In addition, on the 15th day of each month (or if such day is not a Business Day, then on the next succeeding Business Day), the Company shall furnish a written report to the Lenders setting forth (i) the accounts receivable aged trial balance at the immediately preceding month end for each account debtor, aged by due date; such aging reports shall indicate which Accounts are current, up to 30, 30 to 60 and unaudited over 60 days past due and shall list the names of all applicable account debtors, (ii) a schedule of Inventory owned by each Borrower and (iii) a monthly accounts payable listing or open item listing including a report as to all claims arising under PACA owing by the Borrowers or their Subsidiaries and a report as to all customer accruals owing by the Borrowers, with such listings and reports to be in form satisfactory to the Agent. The Agent may, but shall not be required to, rely on each Revolving Credit Borrowing Base Certificate delivered hereunder as accurately setting forth the available Revolving Credit Borrowing Base for all purposes of this Credit Agreement until such time as a new Revolving Credit Borrowing Base Certificate is delivered to the Agent in accordance herewith; Revolving Credit Borrowing Base Certificates may be prepared and submitted to the Lenders on a more frequent basis than monthly, provided that such -------- certificate complies with the requirements set forth elsewhere herein; (f) [intentionally omitted]; (g) promptly upon receipt thereof, copies of the portions relevant to the Borrowers of all management letters and other material reports which are prepared by its Independent Accountants in connection with any audit of the Company's financial statements by such Accountants; (h) as soon as practicable but, in any event, within ten (10) Business Days after the issuance thereof, copies of all regular and periodic reports which the Company may be required to file with the Securities and Exchange Commission or any similar or corresponding governmental commission, department or agency substituted therefor, or any similar or corresponding Governmental Authority; (i) no later than thirty (30) days after the end of the Company's fiscal year during each year when this Credit Agreement is in effect, a business plan for the current fiscal year of the Company which includes a projected consolidated balance sheet and statement of income for such fiscal year and a projected consolidated statement of cash flows for such fiscal year and projected consolidated balance sheets, statements of income and statements of cash flows of the Company and its subsidiaries, if any, on a monthly basis for such quarter, prepared fiscal year and projected monthly loan usage and excess availability under the Revolving Credit Borrowing Base for such fiscal year; provided that the parties -------- acknowledge that the information in the business plan is not compiled or presented in accordance with generally accepted accounting principles applied GAAP and may not necessarily be presented on a basis consistent basis and setting forth in each case in comparative form with the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited Company's financial statements shall not to be required, all in reasonable detail delivered pursuant to paragraphs (a) and signed by the principal financial or accounting officer of the Company(b) above; (cj) As soon as practicable after the end of each month, promptly and in any event within thirty three (303) days thereafter (other than Business Days after becoming aware of the last calendar month occurrence of each fiscal year)a Default or Event of Default, unaudited consolidated balance sheets a certificate of the chief executive officer or chief financial officer of the Company specifying the nature thereof and its subsidiariesthe Borrowers' proposed response thereto, if anyeach in reasonable detail; and (k) with reasonable promptness, such other data, reports or information as the Agent or any of the end of the month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (d) As soon as practicable, but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company and approved by the BoardLenders may reasonably request.

Financial Information. The Company will Holdings shall furnish to each Major Holder the Agent (and the Agent agrees to promptly deliver or transferee thereof under Section 1.14 make available to the following reports:Lenders): (a) As as soon as practicable after the end of each fiscal yearavailable, and but in any event within one hundred twenty not later than ninety (12090) days thereafterafter the close of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2018), audited consolidated balance sheets of the Company and its subsidiaries, if anyConsolidated Parties, as of at the end of such fiscal yearFiscal Year, and the related consolidated statements of income operations, shareholders’ equity and cash flows of the Company and its subsidiariesflows, if anysetting forth, for such year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case case, in comparative form the figures for and as of the end of the previous fiscal yearFiscal Year, plus a customary narrative review for such Fiscal Year, fairly presenting in all material respects the financial position and the results of operations of the Consolidated Parties as at the date thereof and for the Fiscal Year then ended, and prepared in reasonable detail and audited accordance with GAAP in all material respects. Such consolidated statements shall be reported on by independent public accountants of recognized national standing selected by (without a “going concern” or like qualification or exception, or qualification arising out of the Company and approved by scope of the Boardaudit unless such qualification or exception is solely with respect to, or resulting solely from (x) an upcoming maturity date of any material Indebtedness that is scheduled to occur within one (1) year from the date such report is delivered or (y) any potential inability to satisfy any financial maintenance covenant included in any Indebtedness of Holdings or any Subsidiary on a future date or in a future period); (b) As as soon as practicable after the end of each quarteravailable, and but in any event within not later than forty-five (45) days thereafter (other than after the last calendar month end of each fiscal yearof the first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2019), unaudited consolidated balance sheets of the Company and its subsidiaries, if anyConsolidated Parties, as of at the end of the quartersuch Fiscal Quarter, and the related unaudited consolidated statements of operations and comprehensive income and cash flows of the Company and its subsidiaries, if any, Consolidated Parties for such quarterFiscal Quarter and for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth forth, in each case case, in reasonable detail, in comparative form form, the figures for and as of the same quarter one year earlier; provided that corresponding period in the prior Fiscal Year, and prepared in all material respects in conformity with GAAP, subject to normal year-end adjustments and the absence of footnotes and schedule disclosure appearing certified by a Responsible Officer of Holdings as being prepared in audited all material respects in conformity with GAAP and fairly presenting in all material respects the Consolidated Parties’ financial statements shall not be requiredposition as at the dates thereof and their results of operations for the periods then ended, all in reasonable detail subject to normal year-end adjustments and signed by the principal financial or accounting officer absence of the Companyfootnotes; (c) As soon as practicable after concurrently with the end delivery of each month, the annual audited Financial Statements pursuant to Section 8.2(a) and in any event within thirty (30) days thereafter (other than the last calendar month of each fiscal yearquarterly Financial Statements pursuant to Section 8.2(b), unaudited consolidated balance sheets a duly completed Compliance Certificate signed by a Responsible Officer of Holdings; and (d) such additional information as the Company Agent on its own behalf or on behalf of any Lender (acting through the Agent) may from time to time reasonably request regarding the financial and business affairs of any Obligor or any of its subsidiariesSubsidiaries. Documents required to be delivered pursuant to Section 8.2(a) or (b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are (i) posted on Holdings’ behalf on an Internet or intranet website, if any, as of to which each Lender and the end of Agent have access (whether a commercial, third-party website or whether sponsored by the month, and unaudited consolidated statements of income and cash flows of Agent); or (ii) available on the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied SEC’s website on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlierInternet at xxx.xxx.xxx; provided that footnotes Holdings shall notify the Agent (which shall notify each Lender) of the posting of any such documents. Holdings and schedule disclosure appearing in audited financial statements the Borrower hereby acknowledge that (i) the Agent and/or an Arranger may, but shall not be requiredobligated to, all in reasonable detail make available to the Lenders materials and/or information provided by or on behalf of Holdings or the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and signed by the principal financial or accounting officer (b) certain of the Company; Lenders (deach, a “Public Lender”) As soon as practicable, but in any event at least thirty (30) days prior may have personnel who do not wish to receive material non-public information with respect to the beginning Borrower or its Affiliates, or the respective securities of each fiscal yearany of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Holdings and the Borrower hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a budget minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the next fiscal yearextent such Borrower Materials constitute information relating to Holdings or any of its Subsidiaries, prepared they shall be treated as set forth in Section 15.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by portion of the Company and approved by the BoardPlatform not designated “Public Side Information.”