Common use of Financial Statements and Other Information Clause in Contracts

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses of Borrower and Guarantor and their Subsidiaries in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower and Guarantor, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower and Guarantor to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor Each Loan Party shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower such Loan Party and Guarantor and their its Subsidiaries in accordance with GAAP (other than the books and Borrower records of Foreign Subsidiaries that are kept in accordance with local accounting rules and Guarantor converted to GAAP monthly). The Company shall furnish or cause to be furnished to Lender: Agent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal yearyear of the Company, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor the Company and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity)for such fiscal year, and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor the Company and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by the Administrative Borrower and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor the Company and its Subsidiaries as of the end of and for the fiscal year then ended. Additionally, the Company shall provide unaudited consolidating financial reports in Dollars (for purposes hereof, “consolidating” shall mean such reports by and for the U.S Loan Parties as a group, the Canadian Loan Parties as a group and Subsidiaries that are not Loan Parties as a group), including, in each case, balance sheets, statements of income and loss, and summary cash flow items. Each of the foregoing shall be accompanied by a Compliance Certificate, along with a schedule in form reasonably satisfactory to Agent of the calculation of the Fixed Charge Coverage Ratio (computed for the consecutive four fiscal quarters then ending); and (ii) within forty-five (45) days after the end of each fiscal quarter of the Company, unaudited consolidated financial statements, including a “Summary Profit Report” and unaudited consolidating financial reports in Dollars (for purposes hereof, “consolidating” shall mean reports by and for the U.S Loan Parties as a group, the Canadian Loan Parties as a group and Subsidiaries that are not Loan Parties as group and certain adjustments made at the consolidating level that are outside of any of the foregoing), including, in each case, balance sheets, statements of income and loss, and summary cash flow items, of the Company and its Subsidiaries for such fiscal quarter, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of the Company and its Subsidiaries as of the end of and through such fiscal quarter, in each case (in respect of the consolidated statements only) setting forth in comparative form the figures for the corresponding period or periods of the preceding fiscal year and the figures for the corresponding period or periods. Additionally, “Summary Profit Reports” will be provided setting forth in comparative form the figures for the corresponding budget quarter and most recent projections delivered to Agent pursuant to clause (iv) below, certified to be correct by the chief financial officer of the Company, subject to normal year-end adjustments and accompanied by (A) a Compliance Certificate, along with a schedule in form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such quarter, the calculation of the Fixed Charge Coverage Ratio (computed for the consecutive four fiscal quarters then ending) for such fiscal quarter and (B) a representation by the chief financial officer, controller or treasurer of the Company that no Event of Default has occurred or is continuing; (iii) within twenty-five (25) days after the end of each fiscal month of the Company, the monthly historical financial statements for the Company and its Subsidiaries, limited to the “Summary Profit Report”, a consolidated balance sheet and summary of cash flow items prepared by the Company as of the end of and through such fiscal month, accompanied by a Compliance Certificate, along with a schedule in form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such month, the calculation of the Fixed Charge Coverage Ratio (computed for the consecutive 12-month period then ending) for such month; and (iv) at such time as available, but in no event later than forty (40) days after the end of each fiscal year (commencing with the fiscal year of Borrowers ending December 31, 2009), a projected financial budget statement (including forecasted balance sheets, Summary Profit Reports and summary cash flow items) of the Company and its Subsidiaries for such fiscal year, all in reasonable detail, and in a format reasonably acceptable to the Agent, together with such supporting information as Agent may reasonably request. Such projected financial budget statement shall also include projected borrowings and Letter of Credit usage and pro forma calculations of Total Excess Availability, Excess Liquidity and the Fixed Charge Coverage Ratio. Such projected financial budget statement shall be prepared (A) on a quarterly basis for the period commencing on the Closing Date through December 31, 2010 and on an annual basis for each succeeding fiscal year and (B) for each fiscal year thereafter, on a quarterly basis for such current fiscal year then commencing and on an annual basis for each succeeding fiscal year thereafter. Such projected financial budget statement shall represent the reasonable best estimate by Loan Parties of the future financial performance of the Company and its Subsidiaries for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein that Loan Parties believe are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions (it being understood that actual results may differ from those set forth in such projected financial budget statement). The Company shall provide to Agent a quarterly update to such projected financial budget statement for each upcoming quarter or, at any time a Default or Event of Default or a Cash Dominion Event exists or has occurred and is continuing, more frequently as Agent may require. (b) Borrower Loan Parties shall promptly notify Lender Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the ABL Priority Collateral having a value of more than $1,000,000 or any other property which is security for the Obligations Collateral having a value of more than $5,000,000, or which if adversely determined would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwiseMaterial Adverse Effect, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower Loan Parties shall provide Lender Agent with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 1,000,000 shall have been entered against Borrower or any Loan Party any of its or their properties or assets, (iv) any notification of a violation of laws or regulations received by Borrowerany Loan Party that could reasonably be expected to have a Material Adverse Effect, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly Promptly after the sending or filing thereof furnish or cause thereof, Borrowers shall send to be furnished to Lender Agent copies of (i) all reports which Borrower the Company or Guarantor any of its Subsidiaries sends to its stockholders generally and copies of security holders generally, (ii) all reports and registration statements which Borrower the Company or any of its Subsidiaries files with the Securities and Exchange Commission, any national or foreign securities exchange or the National Association of Securities Dealers, Inc., and such other reports as Agent may hereafter specifically identify to the Administrative Borrower that Agent will require be provided to Agent, (iii) all press releases and (iv) all other statements concerning material changes or developments in the business of a Loan Party made available by any Loan Party to the public. (d) Borrower and Guarantor Loan Parties shall furnish or cause to be furnished to Lender Agent such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorLoan Parties, as Lender Agent may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender . (e) Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor Loan Parties to any court or other Governmental Authority or to any participant Lender or assignee Participant or prospective participant Lender or assigneeParticipant or any Affiliate of any Lender or Participant. Borrower and Guarantor Each Loan Party hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and LenderAgent, at Borrower's Borrowers’ expense, copies of the financial statements of Borrower and Guarantor any Loan Party and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor any Loan Party and to disclose to Collateral Agent and Lender Lenders such information as they may have regarding the businesses business of Borrower and Guarantorany Loan Party; provided that the Loan Parties shall notify Agent of any such reports or management letters received and, upon Agent’s request, shall use its commercially reasonably best efforts to cause such reports or management letters to be delivered to Agent in accordance with this clause (e). Any documents, schedules, invoices or other papers delivered to Collateral Agent or any Lender may be destroyed or otherwise disposed of by Agent or such Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender Agent or Collateral Agent (as the case may be)such Lender, except as otherwise designated by the Administrative Borrower to Agent or such Lender and Collateral Agent in writing. (f) Information required to be delivered pursuant to this Section 9.6 shall be deemed to have been delivered if such information, or one or more annual, quarterly or other reports containing such information, shall have been posted on the Company’s website on the internet at xxxx://xxx.xxxxxx.xxx or by Agent on an IntraLinks, SyndTrak Online or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx; provided that the Company shall deliver paper copies of such information to Agent or any Lender that requests such delivery; and provided further that such information shall only be deemed to have been delivered when posted on any such website upon notification by the Company to Agent and the Lenders of such posting.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of such Borrower and or Guarantor and their Subsidiaries in accordance with GAAP GAAP. Borrowers and Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors , and Borrowers shall notify the auditors and accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them after Agent has requested such direct information from such Borrower or Guarantor and such Borrower or Guarantor has not provided the same to Agent within a reasonable period of time after such request. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to Agent (and Agent shall promptly furnish or otherwise make available to each Lender: ), the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, and statements of cash flow and statements of shareholders' equityflow), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor FGI and its Subsidiaries (and, if any Subsidiaries of FGI are not Obligors, of Borrowers and Guarantors) in each case as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of FGI, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule in form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors were in compliance with the covenants set forth in Sections 9.17 and 9.18 of this Agreement for such month, and (ii) within ninety one hundred twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor FGI and its Subsidiaries Subsidiaries, and of Borrowers and Guarantors (including in each case balance sheets, statements of income and loss, and statements of cash flow and statements of shareholders' equityflow), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor FGI and its Subsidiaries (and, if any Subsidiaries of FGI are not Obligors, of Borrowers and Guarantors (unaudited) and without footnotes) in each case as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated and consolidating financial statements, which accountants shall be an independent accounting firm selected by Administrative Borrower and reasonably acceptable to LenderAgent, that such audited consolidated and consolidating financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor FGI and its Subsidiaries Subsidiaries, and of Borrowers and Guarantors, in each case as of the end of and for the fiscal year then ended, and (iii) at such time as available, but in no event later than sixty (60) days after the first day of each fiscal year (commencing with the fiscal year of Borrowers ending December 31, 2009), projected consolidated financial statements (including in each case, forecasted balance sheets and statements of income and loss, and statements of cash flow) of FGI and its Subsidiaries (and, if any Subsidiaries of FGI are not Obligors, of Borrowers and Guarantors) in each case for the next fiscal year, all in reasonable detail, in a format reasonably acceptable to Agent, together with such supporting information as Agent may reasonably request. Such projected financial statements shall be prepared on a monthly basis for the next succeeding year. Such projections shall represent the reasonable best estimate by Borrowers and Guarantors of the future financial performance of FGI and its Subsidiaries, and of Borrowers and Guarantors, in each case for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein which Borrowers and Guarantors believe are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions (it being understood that actual results may differ from those set forth in such projected financial statements). Borrowers shall provide to Agent, at its request, periodic updates with respect to such projections at any time a Default or Event of Default exists or has occurred and is continuing. (b) Borrower Borrowers and Guarantors shall promptly notify Lender Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations having a value of more than $2,500,000 or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwiseif adversely determined could reasonably be expected to have a Material Adverse Effect, (ii) any material default under any Material Contract or any note, indenture, credit agreement, mortgage, lease, deed, guaranty or similar agreement relating to any Indebtedness payable by a Borrower or Guarantor in an amount exceeding $2,500,000, or any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower Borrowers and Guarantors shall provide Lender Agent with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 2,500,000 shall have been entered against any Borrower or Guarantor any of its or their properties or assets, (iv) any notification of a material violation of laws or regulations received by Borrowerany Borrower or Guarantor, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower Promptly, and Guarantor shall promptly in any event within fifteen (15) days after the sending or filing thereof furnish or cause thereof, as the case may be, Borrowers shall send to be furnished to Lender Agent copies of all (i) any regular, periodic and special reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower FGI or any of the other Borrowers or Guarantors files with the Securities and Exchange CommissionSEC, or any national securities exchange or the National Association of Securities Dealers, Inc.exchange. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower and Guarantor, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower Borrowers and Guarantor Guarantors to any court or other Governmental Authority or to any participant Lender or assignee Participant or prospective participant Lender or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants Participant or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies any Affiliate of the financial statements of Borrower and Guarantor and any reports Lender or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and GuarantorParticipant. Any documents, schedules, invoices or other papers delivered to Collateral Agent or any Lender may be destroyed or otherwise disposed of by Agent or such Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender Agent or Collateral Agent (as the case may be)such Lender, except as otherwise designated by Administrative Borrower to Agent or such Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor Each Loan Party shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower such Loan Party and Guarantor and their its Subsidiaries in accordance with GAAP (other than the books and Borrower records of Foreign Subsidiaries that are kept in accordance with local accounting rules and Guarantor converted to GAAP monthly). The Company shall furnish or cause to be furnished to Lender: the Administrative Agent, the following: (i) promptly upon becoming available and in any event within thirty one (301) Business Day after the same is required to be filed with the Securities and Exchange Commission but in no event later than one hundred twenty (120) days after the end of each fiscal monthyear of the Company, monthly unaudited an audited consolidated financial statements balance sheet of the Company and unaudited consolidating financial statements (including in each case balance sheets, its Subsidiaries as at the end of such fiscal year and the related statements of income and loss, statements of cash flow and statements of shareholders' equity)’ equity for such fiscal year and a report containing management’s discussion and analysis of such financial statements for the fiscal year then ended, all in reasonable detailincluding the accompanying notes thereto, fairly presenting in all material respects the consolidated financial position and the results of the operations of Guarantor and its Subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Company and its Subsidiaries as of the end of and for such fiscal year, in each case, setting forth in comparative form the figures for the corresponding period or periods of the preceding fiscal year certified by the chief financial officer, treasurer, or corporate controller of the Company as fairly presenting, in all material respects, the consolidated financial condition and results of operations of the Company and its Subsidiaries, together with the unqualified opinion of KPMG LLP or other independent certified public accountants, which accountants shall be an independent accounting firm of nationally recognized standing selected by Borrower and reasonably acceptable to Lenderthe Administrative Borrower, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor the Company and its Subsidiaries as of the end of and for the fiscal year then ended. Each of the foregoing shall be accompanied by (A) a Compliance Certificate, along with a schedule in form reasonably satisfactory to the Administrative Agent of the calculation of the Fixed Charge Coverage Ratio (computed for the consecutive 12-fiscal month period then ending) and (B) a representation by the chief financial officer, controller or treasurer of the Company that no Event of Default has occurred or is continuing; (ii) promptly upon becoming available and in any event within one (1) Business Day after the same is required to be filed with the Securities and Exchange Commission but in no event later than sixty (60) days after the end of each fiscal quarter of the Company, an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of income and loss and statements of cash flow for such fiscal quarter, fairly presenting in all material respects the consolidated financial position and the results of the operations of the Company and its Subsidiaries as of the end of and through such fiscal quarter, in each case setting forth in comparative form the figures for the corresponding period or periods of the preceding fiscal year, certified by the chief financial officer, treasurer, or corporate controller of the Company as fairly presenting, in all material respects, the consolidated financial condition and results of operations of the Company and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosure, and accompanied by (A) a Compliance Certificate, along with a schedule in form reasonably satisfactory to the Administrative Agent of the calculation of the Fixed Charge Coverage Ratio (computed for the consecutive 12-fiscal month period then ending) and (B) a representation by the chief financial officer, controller or treasurer of the Company that no Event of Default has occurred or is continuing; (iii) promptly upon becoming available and in any event fifteen (15) Business Days after the end of each fiscal month of the Company, an unaudited consolidated balance sheet of the Company and its Subsidiaries for such fiscal month, and the related unaudited consolidated statements of income and loss and a summary of cash flow items for such fiscal month in substantially the same form as delivered to the Administrative Agent prior to the Closing Date (or such other form as may be mutually agreed to by the Administrative Agent and the Administrative Borrower), fairly presenting in all material respects the consolidated financial position and the results of the operations of the Company and its Subsidiaries as of the end of and through such fiscal month, in each case setting forth in comparative form the figures for the corresponding period or periods of the preceding fiscal year, accompanied by (A) a Compliance Certificate, along with a schedule in form reasonably satisfactory to the Administrative Agent of the calculation of the Fixed Charge Coverage Ratio (computed for the consecutive 12-fiscal month period then ending) and (B) a representation by the chief financial officer, controller or treasurer of the Company that no Event of Default has occurred or is continuing; (iv) promptly upon becoming available, but in no event later than forty (40) days after the end of each fiscal year (commencing with the fiscal year of the Borrowers ending December 31, 2009), a projected consolidated financial budget (including forecasted balance sheets, statements of income and loss and summary cash flow items) of the Company and its Subsidiaries for such fiscal year, in a format reasonably acceptable to the Administrative Agent, together with such supporting information as the Administrative Agent may reasonably request. Such projected financial budget shall also include projected borrowings and Letter of Credit usage and shall be prepared on a quarterly basis. Such projected financial budget shall represent the reasonable estimate by Loan Parties of the future financial performance of the Company and its Subsidiaries for the periods set forth therein and shall have been prepared on the basis of assumptions that the Loan Parties believe are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions (it being understood that actual results may differ from those set forth in such projected financial budget). The Company shall provide to the Administrative Agent an update to such projected financial budget, upon the occurrence and during the continuation of an Event of Default, upon the request of the Administrative Agent; and (v) at each time financial statements are delivered pursuant to the foregoing clauses (i), (ii), (iii) and (iv), the Company shall also deliver to the Administrative Agent a reconciliation in form and substance reasonably satisfactory to the Administrative Agent that reflects any reclassification of leases as a result of the adoption of changes in GAAP outlined by the Financial Accounting Standards Board in its press release dated March 19, 2009. (b) Borrower The Loan Parties shall, and shall cause each Domestic Subsidiary thereof to, promptly notify Lender the Administrative Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim (x) relating to the Collateral having a value of more than $25,000,000, or any other property (y) which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwisecould reasonably be expected to have a Material Adverse Effect, (ii) any Material Contract being terminated or amended in any manner materially adverse to the Company and its Subsidiaries or any new Material Contract entered into (in which event Borrower the Loan Parties shall provide Lender the Administrative Agent with a copy of such Material Contract, if requested by the Administrative Agent), (iii) any order, judgment or decree in excess requiring the payment of more than $250,000 25,000,000 and not adequately covered by insurance shall have been entered against Borrower any Loan Party or any of its Domestic Subsidiaries or any of its or their respective properties or assets, (iv) any notification of a violation of laws or regulations received by Borrowerany Responsible Officer of a Loan Party that could reasonably be expected to have a Material Adverse Effect, (v) any ERISA Event, and (vi) upon any Responsible Officer having knowledge thereof, the occurrence of any Event Material Release or Non-Compliance and (vii) upon any Responsible Officer having knowledge thereof, the occurrence of any Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly Promptly after the sending or filing thereof furnish or cause thereof, the Borrowers shall send to be furnished to Lender the Administrative Agent copies of (i) all material reports which Borrower the Company or Guarantor any of its Subsidiaries sends to its stockholders generally and copies of security holders generally, (ii) all material reports and registration statements which Borrower the Company or any of its Subsidiaries files with the Securities and Exchange Commission, any national or foreign securities exchange or the National Association of Securities Dealers, Inc.Inc. and (iii) all material press releases. (d) Borrower Each Loan Party shall, and Guarantor shall cause each Domestic Subsidiary to, furnish or cause to be furnished to Lender the Administrative Agent such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorLoan Parties, as Lender the Administrative Agent may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject . (e) Subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver requirements of Section 14.9, the attorney-client privilege as to such correspondence. Lender Administrative Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor Loan Parties to any court or other Governmental Authority or to any participant Lender or assignee Participant or prospective participant Lender or assigneeParticipant or any Affiliate of any Lender or Participant. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or Each Loan Party shall use its commercially reasonable efforts to cause its auditors to deliver to Collateral the Administrative Agent and Lender, at Borrower's expense, copies any communications provided to the audit committee of the financial statements of Borrower and Guarantor and Company relating to material weaknesses (but not inconsequential items) arising in connection with any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantorannual audit. Any documents, schedules, invoices or other papers delivered to Collateral the Administrative Agent or any Lender may be destroyed or otherwise disposed of by the Administrative Agent or such Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender the Administrative Agent or Collateral Agent (as the case may be)such Lender, except as otherwise designated by the Administrative Borrower to the Administrative Agent or such Lender and Collateral Agent in writing. (f) Information required to be delivered pursuant to Section 9.5(a)(i), (a)(ii) and (c)(ii) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other reports containing such information, shall have been posted on the Company’s website on the internet (currently xxxx://xxx.xxxxxxxxx.xxx) or by the Administrative Agent on an IntraLinks, SyndTrak Online or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx; provided that the Company shall deliver paper copies of such information to the Administrative Agent or any Lender that reasonably requests such delivery; and provided further that such information shall only be deemed to have been delivered when posted on any such website upon notification by the Company to the Administrative Agent and the Lenders of such posting.

Financial Statements and Other Information. (a) Parent and each Borrower and Guarantor shall, and shall cause any Subsidiary their respective Subsidiaries to, keep proper books and records in which true true, current and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Parent or such Borrower and Guarantor and their its Subsidiaries in accordance with GAAP GAAP, and Parent and each Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty forty (3040) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow loss and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Parent and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Parent and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower and Guarantor, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower and Guarantor to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and Each Debtor shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries such Debtor in accordance with GAAP GAAP. Each Debtor shall promptly furnish to Secured Party all such financial and Borrower other information as Secured Party shall reasonably request relating to the Collateral and Guarantor the assets, business and operations of such Debtor, and to notify the auditors and accountants of such Debtor that Secured Party is authorized to obtain such information directly from them. Without limiting the foregoing, each Debtor shall furnish or cause to be furnished to LenderSecured Party, the following: (i) within thirty twenty (3020) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries such Debtor as of the end of and through such fiscal month, certified to be correct by the chief financial officer of such Debtor, subject to normal year-end adjustments, along with a schedule in form reasonably satisfactory to Secured Party of the calculations used in determining, as of the end of such month, whether such Debtor was in compliance with the covenants set forth in Sections 5.13 and 5.14 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited audited consolidating financial statements of Guarantor and its Subsidiaries each Debtor (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries such Debtor as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower such Debtor and reasonably acceptable to LenderSecured Party, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor such Debtor and its their Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower Each Debtor shall promptly notify Lender Secured Party in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's such Debtor’s business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 25,000 shall have been entered against Borrower any Debtor or any of its properties or assets, (iviii) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Eventsuch Debtor, and (viiv) the occurrence of any Event of Default or and act, condition or event which, which with notice or the passage of time or giving of notice or both, both would constitute an Event of Default. (c) Borrower and Guarantor Each Debtor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender Secured Party copies of all reports which Borrower or Guarantor sends Debtors send to its their stockholders generally and copies of all reports and registration statements which Borrower any Debtor files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor Each Debtor shall furnish or cause to be furnished to Lender Secured Party such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and Guarantorsuch Debtor, as Lender Secured Party may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender Secured Party is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower and Guarantor Debtors to any court or other Governmental Authority governmental authority, to any affiliate of Secured Party or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor Each Debtor hereby irrevocably authorizes authorize and directs direct all accountants or auditors to deliver to Collateral Agent and LenderSecured Party, at Borrower's such Debtor’s expense, copies of the financial statements of Borrower and Guarantor such Debtor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor such Debtor and to disclose to Collateral Agent and Lender Secured Party such information as they may have regarding the businesses business of Borrower and Guarantorsuch Debtor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender Secured Party may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) Secured Party one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Secured Party, except as otherwise designated by Borrower a Debtor to Lender and Collateral Agent Secured Party in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty twenty (3020) days after the end of each fiscal month, monthly unaudited consolidated financial statements and statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and flow, statements of shareholders' equityequity and including a comparison to prior year and a comparison to forecast on a monthly basis and on a year to date basis), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited and, if Borrower has any subsidiaries, audited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow changes in financial position and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public chartered accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders shareholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national provincial securities exchange commission or the National Association of Securities Dealers, Inc.securities exchange. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor request (which shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect include as a minimum an annual forecast of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon LenderBorrower's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondenceanticipated financial performance). Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing. (e) Borrower shall cause to be furnished to Lender within 5 days after the first day of each month a rent roll in form satisfactory to Lender confirming the payment of rent and other amounts when due in full to owners and lessors of real estate used by Borrower during the immediately preceding month certified by the Chief Financial Officer of the Borrower as true and correct.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete accurate entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and such Borrower, Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Borrowers and Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrower shall notify the auditors and Guarantor accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to Lender: Agent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements of Parent and unaudited consolidating financial statements its Subsidiaries (including in each case balance sheets, statements of income and loss), statements of cash flow flow, and statements of shareholders' ’ equity) and monthly unaudited consolidating financial statements of Parent and its Subsidiaries (including balance sheets and statements of income and loss), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and the absence of footnotes and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors are in compliance with the covenants set forth in Section 9.17 hereof for such month; (ii) within ninety forty-five (9045) days after the end of each fiscal yearquarter, audited quarterly unaudited consolidated financial statements and unaudited consolidating financial statements of Guarantor Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity) and quarterly unaudited consolidating financial statements (including balance sheets and statements of income and loss), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and through such fiscal quarter, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and the absence of footnotes; (iii) within one hundred twenty (120) days after the end of each fiscal year, annual unaudited consolidated financial statements of Parent and its Subsidiaries (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ equity), and annual unaudited consolidating financial statements of Parent and its Subsidiaries (including balance sheets and statements of income and loss), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Parent and its Subsidiaries as of the end of and for such fiscal year, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and the absence of footnotes; and; (iv) within one hundred fifty (150) days after the end of each fiscal year, audited consolidated financial statements of WHX and its Subsidiaries (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ equity), and the accompanying notes thereto, and unaudited consolidating financial statements of WHX and its Subsidiaries (including balance sheets and statements of income and loss), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of WHX and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower WHX and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor WHX and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower Borrowers and Guarantors shall promptly notify Lender Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations having a value of more than $500,000 or which if adversely determined would result in any material adverse change in any Borrower's ’s or Guarantor’s business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower Borrowers and Guarantors shall provide Lender Agent with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 500,000 shall have been entered against any Borrower or Guarantor any of its or their properties or assets, (iv) any notification of a material violation of laws or regulations received by Borrowerany Borrower or Guarantor, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower Borrowers and Guarantor Guarantors shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender Agent copies of all reports which any Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which any Borrower or Guarantor files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower Borrowers and Guarantor Guarantors shall furnish or cause to be furnished to Lender Agent such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower Borrowers and GuarantorGuarantors, as Lender Agent may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower Borrowers and Guarantor Guarantors to any court or other Governmental Authority or to any participant Lender or assignee Participant or prospective participant Lender or assigneeParticipant or any Affiliate of any Lender or Participant. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and LenderAgent, at Borrower's Borrowers’ expense, copies of the financial statements of any Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of any Borrower and or Guarantor and to disclose to Collateral Agent and Lender Lenders such information as they may have regarding the businesses business of any Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or any Lender may be destroyed or otherwise disposed of by Agent or such Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender Agent or Collateral Agent (as the case may be)such Lender, except as otherwise designated by Administrative Borrower to Agent or such Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete accurate entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and such Borrower, Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Borrowers and Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrower shall notify the auditors and Guarantor accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to Lender: Agent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements of Parent and unaudited consolidating financial statements its Subsidiaries (including in each case balance sheets, statements of income and loss), statements of cash flow flow, and statements of shareholders' ’ equity) and monthly unaudited consolidating financial statements of Parent and its Subsidiaries (including balance sheets and statements of income and loss), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and the absence of footnotes and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors are in compliance with the covenants set forth in Section 9.17 hereof for such month; (ii) within ninety forty-five (9045) days after the end of each fiscal yearquarter, audited quarterly unaudited consolidated financial statements and unaudited consolidating financial statements of Guarantor Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity) and quarterly unaudited consolidating financial statements (including balance sheets and statements of income and loss), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and through such fiscal quarter, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and the absence of footnotes; (iii) within one hundred twenty (120) days after the end of each fiscal year, annual unaudited consolidated financial statements of Parent and its Subsidiaries (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ equity), and annual unaudited consolidating financial statements of Parent and its Subsidiaries (including balance sheets and statements of income and loss), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Parent and its Subsidiaries as of the end of and for such fiscal year, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and the absence of footnotes; and (iv) within one hundred fifty (150) days after the end of each fiscal year, audited consolidated financial statements of WHX and its Subsidiaries (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ equity) and the accompanying notes thereto and unaudited consolidating financial statements of WHX and its Subsidiaries (including balance sheets and statements of income and loss), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of WHX and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower WHX and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor WHX and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower Borrowers and Guarantors shall promptly notify Lender Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations having a value of more than $500,000 or which if adversely determined would result in any material adverse change in any Borrower's ’s or Guarantor’s business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower Borrowers and Guarantors shall provide Lender Agent with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 500,000 shall have been entered against any Borrower or Guarantor any of its or their properties or assets, (iv) any notification of a material violation of laws or regulations received by Borrowerany Borrower or Guarantor, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower Borrowers and Guarantor Guarantors shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender Agent copies of all reports which any Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which any Borrower or Guarantor files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower Borrowers and Guarantor Guarantors shall furnish or cause to be furnished to Lender Agent such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower Borrowers and GuarantorGuarantors, as Lender Agent may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower Borrowers and Guarantor Guarantors to any court or other Governmental Authority or to any participant Lender or assignee Participant or prospective participant Lender or assigneeParticipant or any Affiliate of any Lender or Participant. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and LenderAgent, at Borrower's Borrowers’ expense, copies of the financial statements of any Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of any Borrower and or Guarantor and to disclose to Collateral Agent and Lender Lenders such information as they may have regarding the businesses business of any Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or any Lender may be destroyed or otherwise disposed of by Agent or such Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender Agent or Collateral Agent (as the case may be)such Lender, except as otherwise designated by Administrative Borrower to Agent or such Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their its Subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within fifteen (15) Business Days after the end of each fiscal month, monthly unaudited financial statements, for Borrower and all Obligors and, if Borrower has any Subsidiaries (other than Obligors), within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries as of the end of and through such fiscal month and (ii) within ninety one hundred twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and unaudited and, if Borrower has any Subsidiaries, audited consolidating financial statements of Guarantor Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all financial reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting in respect of the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing. (e) Borrower shall deliver, or cause to be delivered, to Lender, within one hundred twenty (120) days after the date hereof, an opening balance sheet of Borrower after giving effect to the transactions contemplated by this Agreement and the Purchase Agreements, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, to the effect that such opening balance sheet has been prepared in accordance with GAAP and presents fairly the financial condition of Borrower as of such date. (f) Borrower shall furnish to Lender on or before the tenth (10th) day of each month, a report of the total amount of slotting fees for the preceding month, and except where paid or credited in the normal course of Borrower's business, all customer rebates and customer discounts for the preceding month.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral Property and the businesses business of such Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and such Borrower and Guarantor shall furnish or cause to be furnished to LenderBank: (i) within thirty (30) days after the end of each fiscal month, except within forty-five (45) days after the end of each fiscal month that coincides with the end of a fiscal quarter, monthly unaudited consolidated financial statements and statements, and, if a Borrower has any subsidiaries or any other subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, loss statements of cash flow and statements of shareholders' , equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its Subsidiaries each of their subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its Subsidiaries their subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderBank, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrowers and its Subsidiaries their subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower Borrowers shall promptly notify Lender Bank in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwiseProperty, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor Borrowers shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender Bank copies of all reports which Borrower or Guarantor sends Borrowers send to its their stockholders generally and copies of all reports and registration statements which Borrower files Borrowers file with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor Borrowers shall furnish or cause to be furnished to Lender Bank such budgets, forecasts, projections and other information respecting the Collateral Property and the businesses business of Borrower and GuarantorBorrowers, as Lender Bank may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender Bank is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor Borrowers to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor Borrowers hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and LenderBank, at Borrower's Borrowers' expense, copies of the financial statements of Borrower and Guarantor Borrowers and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor Borrowers and to disclose to Collateral Agent and Lender Bank such information as they may have regarding the businesses business of Borrower and GuarantorBorrowers. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender Bank may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) Bank one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Bank, except as otherwise designated by Borrower Borrowers to Lender and Collateral Agent Bank in writing.

Financial Statements and Other Information. (a) Borrower and each Guarantor shall, and shall cause any Subsidiary their Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses of Borrower and Guarantor Borrower, Guarantors and their Subsidiaries in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty forty-five (3045) days after the end of each fiscal month, monthly unaudited consolidated financial statements statements, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Holdings and its Subsidiaries as of the end of and through such fiscal month (except for the last month of each fiscal year) and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited audited consolidating financial statements of Guarantor Holdings and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Holdings and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Holdings and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Holdings and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower and Guarantors shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would is reasonably likely to result in any material adverse change in Borrower's or any Guarantor's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor Guarantors shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or any Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower or any Guarantor files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower shall furnish to Lender, as soon as available and Guarantor in any event no later than thirty (30) days after the end of each fiscal year, a copy of a detailed annual budget or plan for the next fiscal year, in form and detail reasonably acceptable to Lender, together with a summary of material assumptions made in preparation of the budget or plan. (e) Borrower shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower Borrower, Guarantors and Guarantortheir Subsidiaries, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor Borrower, Guarantors or their Subsidiaries to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor Guarantors hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower Holdings and Guarantor its Subsidiaries and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Borrower, any Guarantor or any of their Subsidiaries and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower Borrower, Guarantors and Guarantortheir Subsidiaries. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and each Guarantor shall, and shall cause any Subsidiary each of its and their Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and each Borrower, each Guarantor and each of their respective Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantors shall promptly furnish to Administrative and Guarantor Collateral Agent any and all financial or other information as Administrative and Collateral Agent may reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and to notify the auditors and accountants of Borrowers and Guarantors that Administrative and Collateral Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to LenderAdministrative and Collateral Agent, the following: (i) within thirty (30) days after the end of each fiscal monthmonth (or within forty-five (45) days if such fiscal month end is also a fiscal quarter end), monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor BlueLinx and its Subsidiaries as of the end of and through such fiscal month (or quarter), certified to be correct by the chief financial officer of BlueLinx, subject to normal year-end adjustments and lack of footnotes and, if a Compliance Period is then in effect, accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in form reasonably satisfactory to Administrative and Collateral Agent of the calculations used in determining, as of the end of such month (or quarter), whether Borrowers were in compliance with the covenants set forth in Section 9.17 of this Agreement for such month (or quarter); and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor BlueLinx and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor BlueLinx and its Subsidiaries as of the end of and for such fiscal year, together with (A) the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAdministrative and Collateral Agent, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor BlueLinx and its Subsidiaries as of the end of and for the fiscal year then endedended and (B) any management letters that may be issued with regard to the Borrowers or Guarantors. (b) Borrower Borrowers and Guarantors shall promptly notify Lender Administrative and Collateral Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral Collateral, or any other property which is security for the Obligations or Obligations, which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwiseconstitutes a Material Adverse Change, (ii) any Material Contract of any Borrower or any Guarantor being terminated (where such termination would cause a Material Adverse Change) or amended (in any way that would materially and adversely alter such Borrower’s or such Guarantor’s rights or obligations thereunder, in which event such Borrower or such Guarantor shall provide Administrative and Collateral Agent a copy of such amendment) or any new Material Contract being entered into (in which event such Borrower or such Guarantor shall provide Lender Administrative and Collateral Agent with a copy of such new Material ContractContract or amendment), (iii) any order, judgment or decree in excess of Five Million Dollars ($250,000 shall have 5,000,000) having been entered against Borrower any Borrower, any Guarantor, or any of its their respective properties or assets, (iv) any notification of the violation of any laws or regulations regulation received by Borrowerany Borrower or any Guarantor where such violation could reasonably be expected to cause a Material Adverse Change, (v) any ERISA Event, and (vi) the occurrence of any Default or Event of Default and (vii) any notice of a material default or act, condition of termination received by any Borrower or event which, any Guarantor with notice respect to any Purchase Agreement or the passage of time or giving of notice or both, would constitute an Event of DefaultAffiliate Lease. (c) Borrower and Guarantor Borrowers shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender Administrative and Collateral Agent copies of all reports which Borrower BlueLinx or Guarantor Parent sends to its stockholders generally and copies of all reports and registration statements which Borrower BlueLinx or Parent files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower Borrowers and Guarantor Guarantors shall furnish or cause to be furnished to Lender Administrative and Collateral Agent such budgets, forecasts, projections and other information respecting with respect to the Collateral and the businesses business of Borrower Borrowers and GuarantorGuarantors, as Lender may, from time to time, Administrative and Collateral Agent may reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor including, without limitation, at least 30 days before the beginning of each Borrower’s and its counsel which is subject to attorneyeach Guarantor’s fiscal year, updated projections for such fiscal year (including balance sheets and statements of operations, stockholders’ equity and cash flows and Borrowing Base and Excess Availability projections on a month-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorneyby-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower month basis). Agents and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is Lenders are hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of any Borrower and or any Guarantor to any court or other Governmental Authority Authority, Affiliate of any Agent or any Lender or to any participant Participant or assignee or prospective participant Participant or assignee. Each Borrower and each Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Administrative and Collateral Agent and LenderAgent, at Borrower's Borrowers’ expense, copies of the financial statements of each Borrower and each Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of any Borrower and or any Guarantor and to disclose to Administrative and Collateral Agent and Lender such information as they may have regarding the businesses business of any Borrower and or any Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender Agents may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) Agents one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Agents, except as otherwise designated by Administrative Borrower to Lender and Collateral Agent Agents in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor Guarantors shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor Borrower, Guarantors and their Subsidiaries in accordance with GAAP and sound business practices sufficient to permit the preparation of financial statements in accordance with GAAP. Borrower and Guarantor shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrower and Guarantors, and Borrower shall notify the auditors and accountants of Borrower and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrower and Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements statements, (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries as of the end of and through such fiscal month (together with a comparison to the applicable prior year period), certified to be correct by the chief financial officer of Borrower, subject to normal year-end adjustments and no footnotes and, in the case of financial statements as of the end of a fiscal quarter of Borrower, accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such quarter, whether Borrower and Guarantor are in compliance with the covenants set forth in Section 9.18 of this Agreement as of the end of such quarter and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an KPMG or another independent accounting firm of nationally recognized reputation selected by Borrower and reasonably acceptable to LenderBorrower, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower and Guarantors shall promptly notify Lender Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations having a value of more than $1,000,000 or which if adversely determined would be reasonably expected to result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwisea Material Adverse Effect, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower and Guarantor shall provide Lender Agent with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 1,000,000 shall have been entered against Borrower or Guarantor any of its or their properties or assets, (iv) any notification of a material violation of laws or regulations received by BorrowerBorrower or Guarantor, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor Guarantors shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and Agent copies of all reports and registration statements which Borrower or Guarantor files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor Guarantors shall furnish or cause to be furnished to Lender Agent as soon as the same are complete, but in no event more than thirty (30) days after the commencement of each fiscal year of Borrower, a consolidated budget presented on a quarterly basis for such budgets, forecasts, projections fiscal year (including a projected consolidated balance sheet and other information respecting the Collateral related statements of projected operations and the businesses of Borrower and Guarantor, cash flow as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as end of and for such fiscal year) and, during a Cash Dominion Event, furnish or cause to such correspondence so be furnished to LenderAgent, providedno less frequently than quarterly, that, as to any significant revisions of such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender budget. (e) Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor Guarantors to any court or other Governmental Authority or to any participant Lender or assignee Participant or prospective participant Lender or assigneeParticipant or any Affiliate of any Lender or Participant or prospective Lender or Participant or any Affiliate or Participant subject to Section 13.5 hereof. Borrower and Guarantor each hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and LenderAgent, at Borrower's ’s expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and or Guarantor and to disclose to Collateral Agent and Lender Lenders, subject to Section 13.5 hereof, such information as they may have regarding the businesses business of Borrower and GuarantorGuarantors. Any documents, schedules, invoices or other papers delivered to Collateral Agent or any Lender may be destroyed or otherwise disposed of by Agent or such Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender Agent or Collateral Agent (as the case may be)such Lender, except as otherwise designated by Borrower to Agent or such Lender and Collateral Agent in writing. (f) Borrower shall deliver, or cause to be delivered, to Agent, as soon as practicable and in any event within one hundred twenty (120) days from the date hereof, an opening balance sheet of Borrower and Guarantors after giving effect to the transactions contemplated by this Agreement, the Merger Agreements and the Senior Note Indenture. (g) Borrower and Guarantors shall furnish to Agent all reports, notices, demands or other documents related to any adjustments to the Purchase Price (as defined in the Merger Agreements) received by Borrower or on its behalf promptly after the receipt thereof, or sent by Borrower or on its behalf concurrently with the sending thereof, as the case may be.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and such Borrower, Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Borrowers and Guarantors shall furnish to Agent and Lenders within a reasonable time all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrower shall notify the auditors and Guarantor accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them; provided, that, so long as no Default or Event of Default shall exist or have occurred and be continuing, Agent shall not exercise its right under this Section 9.6 to contact the accountants and auditors directly to obtain information from them not relating to the Collateral without the prior approval of Lead Borrower, which approval shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal monthfour (4) week period (or forty-five (45) days after the end of each fiscal quarter), monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flows, and statements of shareholders' equity), and unaudited consolidating financial statements (including balance sheets and statements of income and loss), all in reasonable detaildetail and substantially in the form of Exhibit D-1 hereto, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and through such fiscal month four (4) week period, certified to be correct by the chief financial officer or vice president of finance of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit E hereto, along with a schedule in a form satisfactory to Agent in good faith of the calculations used in determining, as of the end of such four (4) week period, whether Borrowers and Guarantors are in compliance with the covenants set forth in Sections 9.18 and 9.19 of this Agreement for such fiscal four (4) week period and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flows, and statements of shareholders' equity) and unaudited consolidating financial statements (including balance sheets and statements of income and loss), and the accompanying notes thereto, all in reasonable detaildetail and substantially in the form of Exhibit D-2 hereto, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified 83 opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an Deloitte & Touche LLP, another nationally recognized independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent or a regional independent accounting firm selected by Borrowers and acceptable to Agent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Parent and its Subsidiaries as of the end of and for the fiscal year then ended. . All references to a "fiscal four (b4) Borrower shall promptly notify Lender week period" herein or otherwise in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower this Agreement or any of its properties the other Financing Agreements shall mean such four (4) or assets, five (iv5) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files week periods as calculated in accordance with the Securities current accounting practices of Borrowers and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower and Guarantor, Guarantors as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower and Guarantor to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writingdate hereof.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses of Borrower Borrowers and Guarantor Guarantors and their Subsidiaries in accordance with GAAP and Borrower Borrowers and Guarantor Guarantors shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, but not including statements of cash flow and statements of shareholders' equityequity on a consolidating basis, which shall only be furnished to Lender within forty-five (45) days after the end of each fiscal quarter), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Waxman Industries and its Subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Waxman Industries and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Waxman Industries and its Subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Waxman Industries and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower Borrowers and Guarantors shall promptly notify Lender in writing of the details of (i) any material loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any a material adverse change in Borrower's the business, properties, assets, goodwill assets or condition, financial or otherwise, otherwise of Borrowers taken as a whole or Borrowers and Guarantors taken as a whole and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower Without limiting the rights of Lender under any other provision of this Agreement, (i) as soon as available but in any event not later than seven (7) days after the end of each calendar month, Borrowers shall deliver to Lender, in form and Guarantor substance reasonably satisfactory to Lender, a certificate by the chief financial officer of Borrowers that the amounts of the consideration payable by Borrowers to customers and other concessions to customers set forth in the reports delivered to Lender pursuant to Section 7.1 are, to the best of his knowledge, true, correct and complete in all material respects and (ii) as soon as available but in any event not later than thirty (30) days after the end of each calendar month, Borrowers shall deliver to Lender, in form and substance satisfactory to Lender, a certificate by the chief financial officer of Borrowers that such amounts have been promptly and correctly recorded in the books and records of Borrowers (and in such reports) in accordance with the current practices of Borrowers as of the date hereof upon Borrowers incurring the liability to such customers. (d) Borrowers and Guarantors shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which any Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which any Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (de) Borrower Borrowers and Guarantor Guarantors shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower Borrowers and GuarantorGuarantors, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower Borrowers and Guarantor Guarantors to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's Borrowers' expense, copies of the financial statements of Borrower Borrowers and Guarantor Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of Borrower Borrowers and Guarantor Guarantors and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower Borrowers and GuarantorGuarantors. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower Borrowers to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty twenty (3020) days after the end of each fiscal month, monthly unaudited consolidated financial statements and statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow loss and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited and, if Borrower has any subsidiaries, audited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. The Company shall deliver to Purchaser: (i) copies of all financial statements and other documents, notices and information (including any management discussion and analysis of such financial statements or information) which the Company is required to (or actually does) deliver under the Credit Agreement, and giving effect to any subsequent waivers, amendments, modifications and terminations which do not materially reduce the scope or detail of, or increase the timing for, such delivery requirements, at the time such materials are required to be delivered thereunder, whether or not any Indebtedness is outstanding; provided that in no event shall delivery of such financial statements be on a basis which is less frequent than quarterly; and provided further that, to the extent the following financial statements and other documents, notices and information are not included among the foregoing items, and whether or not such financial statements and other documents, notices and information are required to be delivered under the Credit Agreement: (a) Borrower and Guarantor shallpromptly upon its availability, and shall cause in any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses of Borrower and Guarantor and their Subsidiaries in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: event within forty-five (i) within thirty (3045) days after the end of each of the first three (3) quarters of each fiscal monthyear, monthly an unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements sheet of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position Company and the results of the operations of Guarantor and its Subsidiaries as of the end of such quarter, an unaudited consolidated statement of cash flow of the Company and through the Subsidiaries as of the end of such fiscal month quarter and for the interim period, and an unaudited consolidated statement of income or loss of the Company and the Subsidiaries for the interim period; (iib) promptly upon its availability, and in any event within ninety (90) days after the end of each fiscal year, an audited consolidated financial statements and unaudited consolidating financial statements balance sheet of Guarantor and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), the Company and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries as of the end of such fiscal year, an audited consolidated statement of income or loss of the Company and the Subsidiaries for such fiscal year, together with and an audited consolidated statement of cash flow of the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Company and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor and its Subsidiaries as of the end of such fiscal year, all accompanied by an opinion thereon of the Company's certified independent accountants, such balance sheet, statement of income or loss and for the statement of cash flow to include a comparison of such fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of with the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default.immediately preceding fiscal year; (c) Borrower promptly upon its availability, and Guarantor shall promptly after in any event prior to December 31, 1998, an operating budget prepared on a monthly basis for the sending or filing thereof furnish or cause to be furnished to Lender copies Company and the Subsidiaries for the five fiscal quarters ending March 31, 1998 and approved by the board of all reports which Borrower or Guarantor sends to its stockholders generally and copies directors of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or Company (the National Association of Securities Dealers, Inc."Operating Budget"); (d) Borrower promptly upon its availability, and Guarantor shall furnish or cause in any event at least 2 months prior to be furnished to Lender the beginning of each fiscal year (beginning with the fiscal year beginning on April 1, 1999), an annual operating budget prepared on a monthly basis for the Company and the Subsidiaries for such budgetsfiscal year and approved by the board of directors of the Company (also, forecaststhe "Operating Budget"); (e) promptly upon its availability, and in any event no more than 10 days after the end of each calender month (beginning with the month ending April 30, 1999), an update of the then current Operating Budget which includes updated projections and other information respecting forecasts. (ii) to the Collateral and the businesses of Borrower and Guarantor, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall extent not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondenceprovided under clause (i) above, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, (but in form and substance satisfactory to Lender, stating that such correspondence is subject to any event within thirty business days) after the attorney-client privilege and furnishing it to Lender would constitute a waiver discovery or receipt of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy notice of any financial statement default under any agreement to which it or any Subsidiary is a party or any other information relating event or circumstance affecting the Company or any Subsidiary (including without limitation the filing of any 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), which default, event or circumstance would have a Material Adverse Effect, a certificate from the Company specifying the nature and period of existence (iii) to the businesses of Borrower and Guarantor to any court extent not provided under clause (i) above, concurrently with the transmission or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expenserelease thereof, copies of all press releases made available generally by the Company to the public concerning material developments in the Company's or any Subsidiary's business; (iv) within ten days after transmission thereof, copies of all registration statements, proxy statements and all regular, special or periodic reports which the Company files, or, to the Company's Knowledge, any of its officers or directors file with respect to the Company, with the SEC or with any securities exchange on which any of its securities are then listed; and (v) to the extent not provided under clause (i) above, with reasonable promptness, such other information and financial data concerning the Company as Purchaser may reasonably request. Each of the documents, notices and information referred to in this Section 4A (other than financial statements and the Operating Budget) shall be true and correct in all material respects and each of the financial statements referred to in this Section 4A shall be prepared in accordance with GAAP and shall present fairly the consolidated financial position, cash flows and results of Borrower operations of the Company and Guarantor the Subsidiaries as of the dates and any reports or management letters prepared by such accountants or auditors on behalf for the periods stated therein; provided, however, that the unaudited financial statements are subject to changes resulting from normal year-end audit adjustments (none of Borrower which would have a Material Adverse Effect) and Guarantor may lack footnotes and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writingpresentation items.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an Ernst & Young, LLP or a different independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized authorized, subject to the provisions of Section 12.3 hereof, to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of such Borrower and or Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and each Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated and (beginning with the financial statements and unaudited for the month ended January 31, 1997) consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow loss and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Holdings and its Subsidiaries subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and (beginning with the fiscal year ending December 31, 1997) unaudited consolidating financial statements of Guarantor Holdings and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Holdings and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountantsaccountants as to the audited financial statements, which accountants shall be an independent accounting firm selected by Borrower Holdings and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Holdings and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Each Borrower and Guarantor shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding loss or claim relating damage to the any Collateral or any other property which is security for the Obligations having a cost in excess of $50,000 or which would result in any material adverse change in any Borrower's or Guarantor's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Each Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which such Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which any Borrower or Guarantor files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Holdings and each Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower Holdings, the Borrowers and Guarantorany subsidiaries, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of a Borrower and or Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at such Borrower's or Guarantor's expense, copies of the financial statements of such Borrower and or Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of such Borrower and or Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of such Borrower and or Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by the applicable Borrower or Guarantor to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of such Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP GAAP, and Borrower and Guarantor Borrowers shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and an unaudited consolidating statement of operations by business unit, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its Subsidiaries their subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its Subsidiaries their subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrowers and its Subsidiaries their subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower Borrowers shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations Obligations, in each case having a value of $250,000 or more, or which would result in any material adverse change in any Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor Borrowers shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends Borrowers send to its their stockholders generally and copies of all reports and registration statements which Borrower files Borrowers file with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor Borrowers shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrowers, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor Borrowers to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's Borrowers' expense, copies of the financial statements of Borrower and Guarantor Borrowers and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor Borrowers and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and Guarantorany Borrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower Borrowers to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their its Subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries as of the end of and through such fiscal month and month; (ii) within ninety one hundred and twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow changes in financial position and statements of shareholders' equity), and the accompanying notes thereto, including any consolidating worksheets prepared on a quarterly basis in connection therewith, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public chartered accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries as of the end of and for the fiscal year then ended; (iii) by January 15 of each year, projections for such fiscal year; and (iv) as Lender may from time to time reasonably request, and provided that Borrower prepares such information in the ordinary course of business, budgets, forecasts, business plans, cash flows and other information respecting the Collateral and the business of Borrower. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or and which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders shareholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national provincial securities exchange commission or the National Association of Securities Dealers, Inc.securities exchange. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower and Guarantor, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency, if legally required to do so, or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs directs, at any time an Event of Default exists or has occurred and is continuing, all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing. (e) Borrower shall within ten (10) days after the end of each month provide a certificate of a senior officer of Borrower, in form and content satisfactory to Lender, certifying that Borrower has paid in full: (i) all rent and other amounts due and payable with respect to any premises, with the exception of theatres owned and operated by Borrower, leased by Borrower or any Obligor during such month; and (ii) all payments and other amounts due and payable with respect to any Pension Plan during such month. (f) Borrower shall within thirty (30) days after the end of each month provide a compliance certificate, in form and content satisfactory to Lender, with respect to EBITDA of Borrower, guarantees entered into by Borrower and such other matters relating to Borrower as Lender may from time to time request.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary each of its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of such Borrower and Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Each Borrower shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of such Borrower, and to notify the auditors and accountants of such Borrower and Guarantor that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month (unless such month is the last month of a fiscal quarter, and then within forty-five (45) days after the end of such month, and if the initial public offering of Parent occurs, concurrently with each delivery of its 10-Q for any period), monthly unaudited consolidated financial statements statements, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its their Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of Borrowers, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of EXHIBIT C hereto, and (ii) within ninety (90) days after the end of each fiscal yearFiscal Year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Borrowers and its their Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its their Subsidiaries as of the end of and for such fiscal yearFiscal Year, together with the unqualified opinion (which shall not contain a "going concern" qualification) of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrowers and its their Subsidiaries as of the end of and for the fiscal year Fiscal Year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower and Guarantor, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower and Guarantor to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty forty-five (3045) days after the end of each fiscal month, monthly unaudited consolidated financial statements of Borrower, and unaudited consolidating financial statements of MCII (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor MCII, Borrower and its Subsidiaries their respective subsidiaries, if any, as of the end of and through such fiscal month and (ii) within ninety one hundred and forty (90140) days after the end of each fiscal yearyear of MCII, audited consolidated financial statements of MCII, Borrower and unaudited consolidating financial statements of Guarantor and its Subsidiaries their respective subsidiaries, if any (including in each case balance sheets, statements of income and loss, statements of cash flow changes in financial position and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor the applicable Person and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public chartered accountants, which accountants shall be an independent accounting firm selected by Borrower MCII and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor the applicable Person and its Subsidiaries subsidiaries as of the end of and for the fiscal year of MCII then ended; and (iii) no later than thirty (30) days after the end of each fiscal year of Borrower, annual financial projections for the next fiscal year of Borrower, which shall be approved by Lender (which approval shall not be unreasonably withheld or delayed) and shall include a projected balance sheet, income statement and statement of cash flow, prepared on a monthly basis for such fiscal year, proposed budgets for operating and capital expenditures, acquisitions and related financing costs for Borrower, details of all management salaries and bonuses, projections with respect to projected total consolidated EBITDA of MCII for such fiscal year (and, if so approved by Lender, such projections shall form the basis of a new Schedule 8.13 for purposes of the EBITDA covenant in Section 8.13) and such other information as may be requested by Lender. (b) Borrower shall promptly notify Lender in writing of the details of (i) any material loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or any loss, damage, investigation, action, suit, proceeding or claim which would result in any material adverse change Material Adverse Change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, Obligor and (viii) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor any Obligor sends to its stockholders shareholders generally and copies of all reports and registration statements which Borrower or any Obligor files with the Securities and Exchange Commission, any national securities exchange commission or the National Association of Securities Dealers, Inc.securities exchange. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor request and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency as required by law or to any participant or assignee or prospective participant or assignee, provided that each such participant or assignee executes a confidentiality agreement acceptable to Lender which confidentiality agreement shall in any event provide that such participant or assignee shall maintain the confidential nature of such information in the same manner as such information is required to be maintained by Lender. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's ’s expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower, subject to any applicable confidentiality restrictions in favor of third parties or any legal privileges that have not been waived and which are not within the control of Borrower and Guarantorto waive. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing. (e) Borrower shall within five (5) days after the end of each month provide a certificate of the chief financial officer of Borrower, in form and content satisfactory to Lender, certifying that Borrower has paid in full (i) all rent and other amounts due and payable with respect to any premises leased or occupied by Borrower or any Obligor during such month; and (ii) all payments and other amounts due and payable with respect to any employee benefit plan or pursuant to any material contract during such month. (f) Notwithstanding the foregoing, or any other provision in any Financing Agreement, Borrower and Obligors shall not be required to disclose any information reports or other documents or material to the extent that such disclosure would breach any applicable laws and the ability to avoid such breach is not within the control of Borrower or any Obligor. (g) Borrower shall, within thirty (30) days after the end of each month, provide a compliance certificate, in substantially the form attached hereto as Schedule 8.6(g), to Lender with respect to compliance by Borrower with the financial covenants set forth in Section 8.13 and 8.20 and such other matters relating to Borrower as Lender may from time to time request.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow loss and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month and (ii) within ninety one hundred five (90105) days after the end of each fiscal year, audited consolidated financial statements and unaudited and, if Borrower has any subsidiaries, audited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to a material portion of the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with condition on a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Eventconsolidated basis, and (viii) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Restricted Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and such Borrower, Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Borrowers and Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrower shall notify the auditors and Guarantor accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to Lender: Agent, the following: (i) at any time after a Cash Dominion Event has occurred, within thirty (30) days after the end of each fiscal monthmonth that is not the end of a fiscal quarter of Borrowers and Guarantors and within forty-five (45) days after the end of each fiscal month that is the end of a fiscal quarter of Borrowers and Guarantors, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors were in compliance with the covenants set forth in Sections 9.17 and 9.18 of this Agreement for such month, and (ii) within forty-five days after the end of each fiscal quarter of Borrowers and Guarantors, quarterly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Parent and its Subsidiaries as of the end of and through such fiscal quarter, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such quarter, whether Borrowers and Guarantors were in compliance with the covenants set forth in Sections 9.17 and 9.18 of this Agreement for such quarter, and (iii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Administrative Borrower and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Parent and its Subsidiaries as of the end of and for the fiscal year then ended, and (iv) at such time as available, but in any event prior to the end of each fiscal year (commencing with the fiscal year of Borrowers ending on the last Saturday in December of 2005), projected consolidated financial statements (including in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and statements of shareholders’ equity) of Parent and its Subsidiaries for the next fiscal year, all in reasonable detail, and in a format consistent with the projections delivered by Borrowers to Agent prior to the date hereof, together with such supporting information as Agent may reasonably request. Such projected financial statements shall be prepared on a quarterly basis for the next succeeding year. Such projections shall represent the reasonable best estimate by Borrowers and Guarantors of the future financial performance of Parent and its Subsidiaries for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein which Borrowers and Guarantors believe are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions (it being understood that actual results may differ from those set forth in such projected financial statements). (b) Borrower Borrowers and Guarantors shall promptly notify Lender Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations having a value of more than $5,000,000 or which if adversely determined would result in any material adverse change in any Borrower's ’s or Guarantor’s business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower Borrowers and Guarantors shall provide Lender Agent with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 5,000,000 shall have been entered against any Borrower or Guarantor any of its or their properties or assets, (iv) any notification of a material violation of laws or regulations received by Borrowerany Borrower or Guarantor, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly Promptly after the sending or filing thereof furnish or cause thereof, Borrowers shall send to be furnished to Lender Agent copies of (i) all reports which Borrower Parent or Guarantor any of its Subsidiaries sends to its stockholders generally and copies of security holders generally, (ii) all reports and registration statements which Borrower Parent or any of its Subsidiaries files with the Securities and Exchange Commission, any national or foreign securities exchange or the National Association of Securities Dealers, Inc., and such other reports as Agent may hereafter specifically identify to Administrative Borrower that Agent will require be provided to Agent, (iii) all press releases and (iv) all other statements concerning material changes or developments in the business of a Borrower or Guarantor made available by any Borrower or Guarantor to the public. (d) Borrower Borrowers and Guarantor Guarantors shall furnish or cause to be furnished to Lender Agent such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower Borrowers and GuarantorGuarantors, as Lender Agent may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower Borrowers and Guarantor Guarantors to any court or other Governmental Authority or to any participant Lender or assignee Participant or prospective participant Lender or assigneeParticipant or any Affiliate of any Lender or Participant. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and LenderAgent, at Borrower's Borrowers’ expense, copies of the financial statements of any Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of any Borrower and or Guarantor and to disclose to Collateral Agent and Lender Lenders such information as they may have regarding the businesses business of any Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or any Lender may be destroyed or otherwise disposed of by Agent or such Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender Agent or Collateral Agent (as the case may be)such Lender, except as otherwise designated by Administrative Borrower to Agent or such Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and Borrowers shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor Borrowers and their Subsidiaries subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor Borrowers shall furnish or cause to be furnished to Lender: (i) within thirty twenty (3020) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements loss for each of cash flow and statements Borrowers' locations at which any of shareholders' equity)them sells Inventory) for each Borrower, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries each Borrower as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes theretohereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its their Subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrowers and its Subsidiaries their subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower Borrowers shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's the collateral or Borrowers' business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor Borrowers shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends Borrowers send to its their stockholders generally and copies of all reports and registration statements which any Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor Borrowers shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrowers, as Lender may, may from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor Borrowers to any court or other Governmental Authority government agency on a confidential basis unless otherwise required by law, or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor Borrowers hereby irrevocably authorizes and directs authorize all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's Borrowers' expense, copies of the financial statements of Borrower and Guarantor Borrowers and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor Borrowers and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrowers. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower Borrowers to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation Promptly deliver to the Collateral and the businesses of Borrower and Guarantor and their Subsidiaries in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: Bank (i) within thirty sixty (3060) days after the end of each of its first three fiscal monthquarters, monthly an unaudited accountant prepared consolidating and consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results statement of the operations of Guarantor Borrower and its Subsidiaries each Subsidiary as of the end of such quarter, which financial statement shall consist of income and through cash flows for the quarter, for the corresponding quarter in the previous fiscal year and for the period from the end of the previous fiscal year, with a consolidating and consolidated balance sheet as of the quarter end all in such fiscal month and detail as the Bank may request; (ii) within ninety one hundred twenty (90120) days after the end of each fiscal year, audited consolidating and consolidated financial statements and unaudited consolidating financial statements of Guarantor the Borrower’s and each Subsidiary’s income and cash flows and its Subsidiaries (including in each case consolidating and consolidated balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries sheet as of the end of and for such fiscal year, together with setting forth comparative figures for the opinion of preceding fiscal year and to be (check applicable box, if no box is checked the financial statements shall be audited): by an independent certified public accountants, which accountants accountant acceptable to the Bank; all such statements shall be an independent accounting firm selected certified by Borrower the Borrower’s chief financial officer to be correct and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, the Borrower’s and each Subsidiary’s records and to present fairly in all material respects the results of the Borrower’s and each Subsidiary’s operations and financial condition of Guarantor cash flows and its Subsidiaries as of the end of financial position at year end; and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any orderwith each statement of income, judgment a certificate executed by the Borrower’s chief executive and chief financial officers or decree in excess other such person responsible for the financial management of $250,000 shall the Borrower (A) setting forth the computations required to establish the Borrower’s compliance with each financial covenant, if any, during the statement period, (B) stating that the signers of the certificate have been entered against reviewed this Agreement and the operations and condition (financial or other) of the Borrower or any and each of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, Subsidiaries during the relevant period and (viC) the occurrence of any stating that no Event of Default occurred during the period, or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute if an Event of Default. (cDefault did occur, describing its nature, the date(s) of its occurrence or period of existence and what action the Borrower and Guarantor has taken with respect thereto. The Borrower shall also promptly after provide the sending or filing thereof furnish or cause to be furnished to Lender Bank with copies of all reports which Borrower annual reports, proxy statements and similar information distributed to shareholders, partners or Guarantor sends to its stockholders generally members, and copies of all reports and registration statements which Borrower files filings with the Securities and Exchange CommissionCommission and the Pension Benefit Guaranty Corporation, any national securities exchange and shall provide, in form satisfactory to the Bank, such additional information, reports or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting as the Collateral and the businesses of Borrower and Guarantor, as Lender may, Bank may from time to time, time reasonably request, except that request regarding the financial and business affairs of the Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Subsidiary. If the Borrower or Guarantor and its counsel which is subject to attorney-client privilege if an individual, the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, annually a personal financial statement in form and substance satisfactory to Lender, stating that such correspondence is subject detail acceptable to the attorney-client privilege Bank and furnishing it such other financial information as the Bank may from time to Lender would constitute a waiver of the attorney-client privilege as to such correspondencetime reasonably request. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating Borrower shall also provide to the businesses Bank within thirty (30) days of Borrower and Guarantor to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lendereach month, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters its monthly internally prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writingstatement.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and Parent shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower Parent and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor Parent shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and statements, and, if Parent has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited and, if Parent has any subsidiaries, audited consolidating financial statements of Guarantor Parent and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries subsidiaries as of the end of and for such fiscal year, PROVIDED, that delivery pursuant to Section 9.6(c) below of copies of the Annual Report on form 10-K of Parent for such fiscal year filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 9.6(a)(ii) with respect to consolidated financial statements if such financial statements are included in such report; together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Parent and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly presents, in all material respects respects, the results of operations and financial condition of Guarantor Parent and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations in an amount greater than $25,000 or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request. Subject to Section 12.5, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower; PROVIDED, that Lender shall give Borrower at least twenty-four (24) hours notice prior to initiating any such contact with such accountants and Guarantorauditors and Borrower shall have the right to be present during all such contacts. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and such Borrower, Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Borrowers and Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrower shall notify the auditors and Guarantor accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent (with copies to sent to Lenders by Agent), the following: (i) within thirty forty-five (3045) days (or within fifty (50) days if such fiscal month is the end of a fiscal quarter, if Borrowers have received a filing extension from the Securities and Exchange Commission with respect to the filing of its quarterly report for that period) after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements month (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors are in compliance with the covenants set forth in Sections 9.17, 9.18 and 9.19 of this Agreement for such month and (ii) within ninety (90) days (or within 105 days, if the Borrowers have received a filing extension from the Securities and Exchange Commission with respect to their annual report) after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Parent and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower and Guarantor, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower and Guarantor to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and each Guarantor shall, and shall cause any Subsidiary its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses of Borrower and Guarantor Borrowers, Guarantors and their Subsidiaries (if any) in accordance with GAAP and Borrower Borrowers and Guarantor Guarantors shall furnish or cause to be furnished to LenderAgent: (i) within thirty thirty-five (3035) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements of Administrative Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equitydepreciation and amortization, capital expenditures and debt reduction), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Administrative Borrower and its Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of Administrative Borrower, subject to normal year-end adjustments, and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule in form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers were in compliance with the covenants set forth in Sections 9.10(n) and (p) and Section 9.13 of this Agreement for such month, (ii) within forty-five (45) days after the end of each fiscal quarter, quarterly unaudited consolidated financial statements of Administrative Borrower and its Subsidiaries (including balance sheet, statement of income and loss and statement of cash flow), all in reasonable detail, fairly presenting the financial position and the results of operations of Administrative Borrower and its Subsidiaries as of the end of and through such fiscal quarter, subject to normal year-end adjustments, and (iii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Administrative Borrower and its Subsidiaries (including in each case balance sheetssheet, statements statement of income and loss, statements statement of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Administrative Borrower and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Administrative Borrower and reasonably acceptable to LenderAgent, that such audited financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Administrative Borrower and its Subsidiaries as of the end of and for the fiscal year then ended. (b; provided, that, notwithstanding anything contained in this Section 9.6(a) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security contrary, Borrowers hereby agree that they shall deliver the audited consolidated financial statements and associated documentation that would otherwise be required under Clause (a)(iii) above (A) for the Obligations 2006 fiscal year, on or which would result in any material adverse change in Borrower's businessbefore December 31, properties, assets, goodwill or condition, financial or otherwise2008, (iiB) any Material Contract being terminated for the 2007 fiscal year, on or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract)before March 31, (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event2009, and (viC) for the occurrence 2008 fiscal year, on or before June 30, 2009, and the Agent and Lenders agree that the failure of Borrowers to deliver any Event of Default or act, condition or event which, with notice or such audited consolidated financial statements and associated documentation prior to the passage of time or giving of notice or both, would applicable date set forth in this proviso shall not constitute an Event of Default. (c) Default hereunder. Notwithstanding the foregoing, prior to the time Administrative Borrower and Guarantor shall promptly after completes its 2008 audit, the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration financial statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower and Guarantor, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor provided under this Section 9.6(a) shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if adjustments pertaining to the effect of furnishing such correspondence to Lender would result in the waiver restatement of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any Administrative Borrower’s financial statement or any other information relating to the businesses of Borrower and Guarantor to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writingstatements.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor its subsidiaries (if any), which shall be reconciled and their Subsidiaries in accordance with conformed to the requirements of GAAP no less frequently than quarterly and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty forty (3040) days after the end of each fiscal month, other than the end of the third, sixth, ninth and twelfth fiscal months, in each fiscal year, and within ninety (90) days after the end of the twelfth fiscal month in each fiscal year, monthly unaudited consolidated financial statements of Borrower and unaudited consolidating financial statements its subsidiaries (including including, in each case case, balance sheets, statements of income and loss, statements of cash flow sheets and statements of shareholders' equityoperations), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month month, (ii) within forty-five (45) days after the end of each fiscal quarter, unaudited consolidated financial statements of Borrower and its subsidiaries (including, in each case, balance sheets and statements of operations), fairly presenting the results of operations of Borrower and its subsidiaries as of the end of and through such fiscal quarter, and (iiiii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including including, in each case case, balance sheets, statements of income and lossoperations, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm of nationally recognized standing selected by Borrower and reasonably acceptable to LenderBorrower, that such financial statements have been prepared in accordance conformity with GAAP, and present fairly fairly, in all material respects respects, the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree involving an amount in excess of $250,000 shall have been entered against Borrower 50,000 or which has resulted in, or could reasonably be expected to result in, any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, Material Adverse Effect and (viii) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower shall promptly notify Lender in writing in the event that, at any time after the delivery of a Borrowing Base Certificate by Borrower to Lender, but prior to the delivery of the next Borrowing Base Certificate to be delivered by Borrower to Lender in accordance with the terms hereof, the amount of Formula Availability is less than ninety (90%) percent of the amount of Formula Availability calculated based on the information set forth in the most recent Borrowing Base Certificate previously delivered by Borrower to Lender pursuant to Section 7.1 hereof. Borrower will immediately notify Lender in writing if (A) the Revolving Loans made by Lender to Borrower and/or Letter of Credit Accommodations outstanding at any time exceed the Formula Availability at any time under the terms and Guarantor conditions hereof or (B) the Combined Excess Availability shall be less than $5,000,000 at any time. (d) Borrower shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements prospectuses which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (de) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request; provided, except that Borrower so long as no Event of Default exists or Guarantor has occurred and is continuing, the budgets, forecasts and projections required by Lender under this Section 9.6(e) shall not be ------ ---- required limited to furnish a twelve (12) month financial statement projection which shall be provided to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondenceonce each year. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor (unless the same are furnished by Borrower to Lender) and to disclose to Collateral Agent and Lender Lender, in conjunction with Borrower (unless an Event of Default has occurred in which case such disclosure need not be in conjunction with Borrower), such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writing.are

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and such Borrower, Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantors shall promptly furnish to Agent and Guarantor Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and to notify the auditors and accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them PROVIDED, THAT, at all times prior to the occurrence of an Event of Default, Agent shall notify Parent prior to contacting such auditors and accountants. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements statements, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting presenting, in all material respects respects, the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit D hereto, along with a schedule in a form reasonably satisfactory to Agent of the calculations used in determining, as of the end of each fiscal quarter, whether Borrowers and Guarantors are in compliance with the covenants set forth in Section 9.17 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting presenting, in all material respects respects, the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants (which shall not contain a "going concern" or other similar exception) with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly fairly, in all material respects respects, the results of operations and financial condition of Guarantor Parent and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower and Guarantor, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower and Guarantor to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and such Borrower, Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantors shall promptly furnish to Lender all such financial and Guarantor other information as Lender shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and to notify the auditors and accountants of Borrowers and Guarantors that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to Lender: , the following: (i) within thirty (30) days after the end of each fiscal monthmonth (or forty-five days after the end of such fiscal month if such fiscal month is also the last month of a fiscal quarter), monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in form reasonably satisfactory to Lender of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors were in compliance with the covenants set forth in Sections 9.17, 9.18 and 9.19 of this Agreement for such month; (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Administrative Borrower and reasonably acceptable to Lender, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Parent and its Subsidiaries as of the end of and for the fiscal year then ended; (iii) at such time as available, but in no event later than thirty (30) days following the end of each fiscal year (commencing with the fiscal year of Borrowers ending December 31, 2009), projected consolidated financial statements (including in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and statements of shareholders’ equity) of Parent and its Subsidiaries for the then fiscal year, all in reasonable detail, and in a format consistent with the projections delivered by Borrowers to Lender prior to the date hereof, together with such supporting information as Lender may reasonably request. Such projected financial statements shall be prepared on a monthly basis for the next succeeding year. Such projections shall represent the reasonable best estimate by Borrowers and Guarantors of the future financial performance of Parent and its Subsidiaries for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein which Borrowers and Guarantors believe are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions (it being understood that actual results may differ from those set forth in such projected financial statements). Each year Borrowers shall provide to Lender a semi-annual update with respect to such projections or at any time a Default or Event of Default exists or has occurred and is continuing, more frequently as Lender may require. (b) Borrower Borrowers and Guarantors shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations having a value of more than $250,000 or which if adversely determined would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwiseMaterial Adverse Effect, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower Borrowers and Guarantors shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against any Borrower or Guarantor any of its or their properties or assets, (iv) any written notification of a material violation of laws or regulations received by Borrowerany Borrower or Guarantor, (v) (A) any ERISA EventEvent described in Section 1.37(a) through (f) hereof, and (B) any ERISA Event described in Section 1.37(g) in respect of which the liability of any Borrower or Guarantor is or could reasonably expected to be in excess of $750,000, which has not otherwise been previously disclosed in connection with the other financial disclosures made hereunder, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly Promptly after the sending or filing thereof furnish thereof, Borrowers shall notify Lender that any of the following have been sent or cause filed, and to be furnished the extent any of the following are not then publicly available by electronic means to Lender shall send to Lender copies of (i) all reports which Borrower Parent or Guarantor any of its Subsidiaries sends to its stockholders security holders generally and copies of (ii) all reports and registration statements which Borrower Parent or any of its Subsidiaries files with the Securities and Exchange Commission, any national or foreign securities exchange or the National Association of Securities Dealers, Inc., and such other reports as Lender may hereafter specifically identify to Administrative Borrower that Lender will require be provided to Lender, (iii) all press releases and (iv) all other statements concerning material changes or developments in the business of a Borrower or Guarantor made available by any Borrower or Guarantor to the public. (d) Borrower Borrowers and Guarantor Guarantors shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower Borrowers and GuarantorGuarantors, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower Borrowers and Guarantor Guarantors to any court or other Governmental Authority or to any participant or assignee or Participant or prospective participant assignee or assigneeParticipant or any Affiliate of Lender (as the term “Affiliate of Lender” is defined in Section 12.6(a) hereof) subject to Section 12.6 hereof. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's Borrowers’ expense, copies of the financial statements of any Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of any Borrower and or Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of any Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Administrative Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses of Borrower Borrowers and Guarantor Guarantors and their Subsidiaries in accordance with GAAP and Borrower Borrowers and Guarantor Guarantors shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equityequity on a consolidating basis), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Safety and its consolidated Subsidiaries as of the end of and through such fiscal month month, and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Safety and its consolidated Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Safety and its consolidated Subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public or chartered accountants, as appropriate, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Safety and its consolidated Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower and Guarantors shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim that involves amounts in excess of $250,000 relating to the Collateral or any other property which is security for the Obligations or which would could result in any material adverse change in Borrower's the business, properties, assets, goodwill or condition, financial or otherwiseotherwise of any Borrower or Guarantor, (ii) any Material Contract of any Borrower or Guarantor being terminated or amended or any new Material Contract entered into (in which event such Borrower or Guarantor shall provide Lender with a copy of such Material Contract), (iii) any order, judgment judgment, settlement or decree in excess of the US Dollar Equivalent of $250,000 200,000 shall have been entered against any Borrower or Guarantor or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA EventBorrower or Guarantor, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower Borrowers and Guarantor Guarantors shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which any Borrower or Guarantor sends to its stockholders partners or shareholders generally and copies of all reports and registration statements which any Borrower or Guarantor files with the Securities and Exchange Commission, any national securities exchange or exchange, the National Association of Securities Dealers, Inc.Inc. or securities commission or exchange in the Federal Republic of Germany or the United Kingdom. (d) Borrower Borrowers and Guarantor Guarantors shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower Borrowers and GuarantorGuarantors, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower Borrowers and Guarantor Guarantors to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at BorrowerLender's expense, copies of the financial statements of Borrower Borrowers and Guarantor Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of Borrower Borrowers and Guarantor Guarantors and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrowers and Guarantors. Each Borrower and GuarantorGuarantor hereby authorizes and directs any depository bank or other financial institution (including, without limitation, First Union National Bank or any of its Affiliates) at which any cash or Cash Equivalents of Borrowers or Guarantors constituting Eligible Cash Collateral are maintained to provide directly to Lender such information with respect to the accounts in which such cash or Cash Equivalents are held and with respect to the cash or Cash Equivalents therein as Lender may request and Borrowers and Guarantors shall so notify such banks or other financial institutions promptly upon Lender's request. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower Borrowers to Lender in writing. (e) Safety shall deliver to Lender (i) on or before March 30, 2002, a report (in reasonable detail) describing Safety's plan of action with respect to pending maturity of the Existing Notes, (ii) on or before July 30, 2002, a commitment letter, in form and substance satisfactory to Lender, for subordinated Indebtedness to be used to repay all amounts owing in connection with the Existing Notes, which Indebtedness (and the Liens securing the same) shall be subject to the terms of the Intercreditor Agreement and otherwise in form and substance satisfactory to Lender and Collateral Agent (iii) promptly upon Lender's request, such other information with respect to the Indebtedness under the Existing Notes as Lender may from time to time request. (f) German Borrower and UK Borrower shall promptly notify Lender in writingwriting if any creditor imposes retention of title, romalpa of verlaengerter Eigentumsvorbehalt provisions in connection with its sale or supply of goods that are not set forth on Schedule 8.18. German Borrower shall promptly notify Lender in writing of the occurrence or existence of any default or event of default under any of the financing arrangements of German Borrower with Deutsche Bank, and furnish such other information relating thereto as Lender may request.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of such Borrower and Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Borrowers shall promptly furnish to Agent and Borrower Lenders all such financial and Guarantor other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers, and to notify the auditors and accountants of Borrowers that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal monthmonth (other than at the end of a fiscal quarter), monthly unaudited consolidated financial statements (including in each case balance sheets, and statements of income and loss, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrowers and their Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Borrowers subject to normal year-end adjustments, (ii) within forty-five (45) days after the end of each fiscal quarter (other than at the end of the fiscal year), unaudited consolidating consolidated financial statements (including in each case balance sheets, statements of income and loss, and statements of cash flows), and (iii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its their Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrowers and its their Subsidiaries as of the end of and for the fiscal year then ended; and (iv) at such time as available, but in no event later than thirty (30) days subsequent to the end of each fiscal year (commencing with the fiscal year of Borrowers ending June 30, 2012), projected consolidated financial statements (including in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and projected Excess Availability) of Borrowers for the next fiscal year, all in reasonable detail, and in a format consistent with the projections delivered by Borrowers to Agent prior to the date hereof, together with such supporting information as Agent may reasonably request. Such projected financial statements shall be prepared on a quarterly basis for the next succeeding year. Such projections shall represent the reasonable best estimate by Borrowers and Guarantors of the future financial performance of Borrowers for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein which Borrowers and Guarantors believe are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions (it being understood that actual results may differ from those set forth in such projected financial statements). If reasonably requested by Agent, each year Borrowers shall provide to Agent a semi-annual update with respect to such projections or at any time a Default or Event of Default exists or has occurred and is continuing, more frequently as Agent may require. (b) Borrower Borrowers shall promptly notify Lender Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's the business, properties, assets, goodwill or condition, financial or otherwise, of Borrowers and their Subsidiaries taken as a whole, (ii) any Material Contract of any Borrower being terminated or amended or any new Material Contract entered into (in which event Borrower Borrowers shall provide Lender Agent with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 2,500,000 shall have been entered against any Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by any Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor To the extent not already provided by Borrowers in a publicly available format, or in any case, if requested by Agent, Borrowers shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender Agent copies of all reports which any Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which any Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc.Inc. and such other reports as Agent may hereafter specifically identify to Administrative Borrower that Agent will require be provided to Agent, all press releases and all other statements concerning material changes or developments in the business of a Borrower made available by any Borrower to the public. (d) Borrower and Guarantor Borrowers shall furnish or cause to be furnished to Lender Agent such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrowers, as Lender Agent may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor Borrowers to any court Court or other Governmental Government Authority to the extent required by statute, rule, regulation, subpoena or court order, or to any Affiliate of any Agent or Lender or to any participant or assignee or prospective participant or assignee. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and LenderAgent, at Borrower's Borrowers’ expense, copies of the financial statements of Borrower and Guarantor Borrowers and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor Borrowers and to disclose to Collateral Agent and Lender Lenders such information as they may have regarding the businesses business of Borrower and GuarantorBorrowers. Any documents, schedules, invoices or other papers delivered to Collateral Agent or any Lender may be destroyed or otherwise disposed of by Agent or such Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender Agent or Collateral Agent (as the case may be)such Lender, except as otherwise designated by Administrative Borrower to Agent or such Lender and Collateral Agent in writing. (e) At any time or times that, pursuant to the terms of Section 9.22 hereof, the Fixed Charge Coverage Ratio is not in effect, Borrowers shall, for informational purposes only, no later than thirty (30) days following the last day of each month of Borrowers, report Borrowers’ calculation of the Fixed Charge Coverage Ratio for the twelve (12) month period most recently ended.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month and month; (ii) within ninety thirty (9030) days after the end of each calendar month, a store-by-store profitability report for each of Borrower's retail locations; and (iii) within one hundred twenty (120) days after the end of each fiscal year, audited consolidated financial statements and unaudited and, if Borrower has any subsidiaries, audited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all financial reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting in respect of the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing. (e) Borrower shall deliver, or cause to be delivered, to Lender, within ninety (90) days from the date hereof, an opening balance sheet of Borrower after giving effect to the transactions contemplated by this Agreement and the Purchase Agreements, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, to the effect that such opening balance sheet has been prepared in accordance with GAAP and presents fairly the financial condition of Borrower as of such date.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and Borrowers shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor Borrowers and their Subsidiaries subsidiaries in accordance with GAAP and Borrower and Guarantor Borrowers shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements statements, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Company and its Subsidiaries subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited audited consolidating financial statements of Guarantor Company and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Company and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Company and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Company and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower Borrowers shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in any Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor Company shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Company or any Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower Company files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor Borrowers shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrowers, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor Borrowers to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writing.all

Financial Statements and Other Information. (a) Borrower and Guarantor shall, shall and shall cause any Subsidiary to, each of its Subsidiaries to keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their its Subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within (A) forty-five (45) days after the end of each fiscal month that is also the end of a fiscal quarter and (B) thirty (30) days after the end of each other fiscal month, monthly unaudited consolidated financial statements and statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries as of the end of and through such fiscal month month, and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited and, if Borrower has any subsidiaries, audited consolidating financial statements of Guarantor Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any material loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Without limiting the rights of Lender under any other provision of this Agreement, as soon as available, but in any event not later than three (3) days after the end of each calendar month, Borrower shall deliver to Lender, in form and Guarantor substance satisfactory to Lender, in each case certified by the chief financial officer of Borrower as true and correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or periodic adjustments, (ii) the addresses of all new retail store locations of Borrower opened and existing retail store locations closed or sold, in each case since the date of the most recent certificate delivered to Lender containing the information required under this clause, and (ii) a report of any new deposit account, investment account, security accounts or other accounts established or used by Borrower with any bank or other financial institution, including the Borrower in whose name the account is maintained, the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the date of such report. (e) Borrower shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and Guarantorits Subsidiaries, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor its Subsidiaries and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (ai) Each Borrower and Guarantor shall, and shall cause any Subsidiary its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions the business of or in relation to the Collateral and the businesses of such Borrower and Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Borrowers shall promptly furnish to the Lender all such financial and Borrower other information as the Lender shall reasonably request relating to the assets, business and Guarantor operations of Borrowers. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to the Lender, the following: (i) within thirty (30) days after the end of each fiscal monthmonth (or within forty-five (45) days after the end of a fiscal month that is also the end of a fiscal quarter, as applicable), monthly unaudited consolidated financial statements statements, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, presenting fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its their Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of each Borrower, subject to normal year-end adjustments and the absence of complete footnote disclosure and (ii) within ninety one hundred twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Borrowers and its their Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, presenting fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its their Subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to the Lender, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrowers and its their respective Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor Borrowers shall promptly after the sending or filing thereof furnish or cause to be furnished to the Lender copies of all reports which any Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which any Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower and Guarantor, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower and Guarantor to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and its subsidiaries shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements (consisting of balance sheets and statements of income and loss), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month, (ii) within fifty (50) days after the end of each fiscal quarter, quarterly unaudited consolidated and consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' shareholder's equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through for such fiscal month quarter, and (iiiii) within ninety one hundred five (90105) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of KPMG Peat Marwick LLP or other independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's or any subsidiary's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and Guarantorits subsidiaries, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor its subsidiaries to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor its subsidiaries and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor or any of its subsidiaries and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and Guarantorits subsidiaries. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Borrower shall promptly furnish to Lender all such financial and other information as Lender shall reasonably request relating to the Collateral and the assets, business and operations of Borrower. Without limiting the foregoing, Borrower and Guarantor shall furnish or cause to be furnished to Lender, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements statements, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Borrower, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule in form reasonably satisfactory to Lender of the calculations used in determining, as of the end of such month, whether Borrower was in compliance with the covenant set forth in Section 9.18 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited audited consolidating financial statements of Guarantor Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's ’s business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract of Borrower being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by BorrowerBorrower from any Governmental Authority, (v) any notification of legal action commenced against Borrower (other than from a Governmental Authority) alleging violation of any laws or regulations involving an amount in excess of $250,000, (vi) any ERISA Event, and (vivii) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor . The foregoing shall not be ------ ---- required construed to furnish require that Borrower provide to Lender any correspondence between Borrower or Guarantor and its counsel which is subject information with respect to attorney-client privilege the business of Persons that are not Affiliates if the effect of furnishing such correspondence to Lender doing so would result in the waiver a breach of the attorney-client privilege as to a written confidentially agreement between Borrower and such correspondence so furnished to Lenderperson then in effect, which is valid and binding upon Borrower, provided, that, as if such information may be disclosed to Lender with the consent of such third party or subject to Lender agreeing to keep such information confidential or subject to any such correspondence, promptly -------- ---- upon Lender's requestother conditions, Borrower and Guarantor shall provide such information to Lender an opinion letter, in form and substance satisfactory to Lender, stating that upon obtaining such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to consent or fulfilling such correspondencecondition. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority or or, subject to Section 12.6 hereof, to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's ’s expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and such Borrower, Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Borrowers and Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrower shall notify the auditors and Guarantor accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to Lender: Agent, the following: (i) within thirty thirty-five (3035) days after the end of each fiscal month, or if the fiscal month is the last month of a fiscal quarter, then within forty-five (45) days after the end thereof, monthly unaudited consolidated financial statements statements, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity, and where the fiscal month is the last month of a fiscal quarter, statements of cash flow), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in a form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors were in compliance with the covenants set forth in Sections 9.17 and 9.18 of this Agreement for such month, and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Administrative Borrower and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Parent and its Subsidiaries as of the end of and for the fiscal year then ended, and (iii) at such time as available, but in no event later than forty-five (45) days prior to the end of each fiscal year (commencing with the fiscal year of Borrowers ending March 31, 2008), projected consolidated financial statements (including in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and statements of shareholders’ equity) of Parent and its Subsidiaries for the next fiscal year, all in reasonable detail, and in a format consistent with the projections delivered by Borrowers to Agent prior to the date hereof, together with such supporting information as Agent may reasonably request. Such projected financial statements shall be prepared on a monthly basis for the next succeeding year. Such projections shall represent the reasonable best estimate by Borrowers and Guarantors of the future financial performance of Parent and its Subsidiaries for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein which Borrowers and Guarantors believe are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions (it being understood that actual results may differ from those set forth in such projected financial statements). Each year Borrowers shall provide to Agent a semi-annual update with respect to such projections or at any time a Default or Event of Default exists or has occurred and is continuing, more frequently as Agent may require. (b) Borrower Borrowers and Guarantors shall promptly notify Lender Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations having a value of more than $250,000 or which if adversely determined would result in any material adverse change in any Borrower's ’s or Guarantor’s business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower Borrowers and Guarantors shall provide Lender Agent with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against any Borrower or Guarantor any of its or their properties or assets, (iv) any notification of a material violation of laws or regulations received by Borrowerany Borrower or Guarantor, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly Promptly after the sending or filing thereof furnish or cause thereof, Borrowers shall send to be furnished to Lender Agent copies of (i) all reports which Borrower Parent or Guarantor any of its Subsidiaries sends to its stockholders generally and copies of security holders generally, (ii) if specifically requested by Agent, all reports and registration statements which Borrower Parent or any of its Subsidiaries files with the Securities and Exchange Commission, any national or foreign securities exchange or the National Association of Securities Dealers, Inc., and such other reports as Agent may hereafter specifically identify to Administrative Borrower that Agent will require be provided to Agent, (iii) all press releases and (iv) all other statements concerning material changes or developments in the business of a Borrower or Guarantor made available by any Borrower or Guarantor to the public. (d) Borrower Borrowers and Guarantor Guarantors shall furnish or cause to be furnished to Lender Agent such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower Borrowers and GuarantorGuarantors, as Lender Agent may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower Borrowers and Guarantor Guarantors to any court or other Governmental Authority or to any participant Lender or assignee Participant or prospective participant Lender or assigneeParticipant or any Affiliate of any Lender or Participant. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and LenderAgent, at Borrower's Borrowers’ expense, copies of the financial statements of any Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of any Borrower and or Guarantor and to disclose to Collateral Agent and Lender Lenders such information as they may have regarding the businesses business of any Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or any Lender may be destroyed or otherwise disposed of by Agent or such Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender Agent or Collateral Agent (as the case may be)such Lender, except as otherwise designated by Administrative Borrower to Agent or such Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of such Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor Borrowers shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements statements, and, if Borrowers have any subsidiaries, and have prepared such statements, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its Subsidiaries their subsidiaries as of the end of and through such fiscal month and (ii) within ninety one hundred five (90105) days after the end of each fiscal year, audited consolidated financial statements and, if Borrowers have any subsidiaries and unaudited have prepared such statements, audited consolidating financial statements of Guarantor Borrowers and its Subsidiaries their subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its Subsidiaries their subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrowers and its Subsidiaries their subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower Borrowers shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim in excess of $500,000 or $1,000,000 in the aggregate relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change Material Adverse Change in any Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor Borrowers shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which any Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor Borrowers shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrowers, as Lender may, from time to time, reasonably request, except that . Each Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower and Guarantor to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's Borrowers' expense, copies of the financial statements of Borrower and Guarantor Borrowers and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and GuarantorBorrowers. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower Borrowers to Lender and Collateral Agent in writing. (e) Borrowers shall deliver, or cause to be delivered, to Lender, within five (5) days after receipt by Borrower, a consolidated balance sheet for Parent and G+G dated as of August 29, 1998 certified by the Chief Financial Officer of G+G, to the effect that such balance sheet has been prepared consistent with the principles used to prepare the audited financial statements required to be delivered under this Agreement and presents fairly the financial condition of Parent and G+G as of such date.

Financial Statements and Other Information. The Company shall deliver to Purchaser: (i) copies of all financial statements and other documents, notices and information (including any management discussion and analysis of such financial statements or information) which the Company is required to (or actually does) deliver under the Credit Agreement, and giving effect to any subsequent waivers, amendments, modifications and terminations which do not materially reduce the scope or detail of, or increase the timing for, such delivery requirements, at the time such materials are required to be delivered thereunder, whether or not any Indebtedness is outstanding; provided that in no event shall delivery of such financial statements be on a basis which is less frequent than quarterly; and provided further that, to the extent the following financial statements and other documents, notices and information are not included among the foregoing items, and whether or not such financial statements and other documents, notices and information are required to be delivered under the Credit Agreement: (a) Borrower and Guarantor shallpromptly upon its availability, and shall cause in any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses of Borrower and Guarantor and their Subsidiaries in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: event within forty-five (i) within thirty (3045) days after the end of each of the first three (3) quarters of each fiscal monthyear, monthly an unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements sheet of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position Company and the results of the operations of Guarantor and its Subsidiaries as of the end of such quarter, an unaudited consolidated statement of cash flow of the Company and through the Subsidiaries as of the end of such fiscal month quarter and for the interim period, and an unaudited consolidated statement of income or loss of the Company and the Subsidiaries for the interim period; (iib) promptly upon its availability, and in any event within ninety (90) days after the end of each fiscal year, an audited consolidated financial statements and unaudited consolidating financial statements balance sheet of Guarantor and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), the Company and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries as of the end of such fiscal year, an audited consolidated statement of income or loss of the Company and the Subsidiaries for such fiscal year, together with and an audited consolidated statement of cash flow of the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Company and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor and its Subsidiaries as of the end of such fiscal year, all accompanied by an opinion thereon of the Company's certified independent accountants, such balance sheet, statement of income or loss and for the statement of cash flow to include a comparison of such fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of with the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default.immediately preceding fiscal year; (c) Borrower promptly upon its availability, and Guarantor shall promptly after in any event prior to December 31, 1998, an operating budget prepared on a monthly basis for the sending or filing thereof furnish or cause to be furnished to Lender copies Company and the Subsidiaries for the five fiscal quarters ending March 31, 1998 and approved by the board of all reports which Borrower or Guarantor sends to its stockholders generally and copies directors of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or Company (the National Association of Securities Dealers, Inc."Operating Budget"); (d) Borrower promptly upon its availability, and Guarantor shall furnish or cause in any event at least 2 months prior to be furnished to Lender the beginning of each fiscal year (beginning with the fiscal year beginning on April 1, 1999), an annual operating budget prepared on a monthly basis for the Company and the Subsidiaries for such budgetsfiscal year and approved by the board of directors of the Company (also, forecaststhe "Operating Budget"); (e) promptly upon its availability, and in any event no more than 10 days after the end of each calender month (beginning with the month ending April 30, 1999), an update of the then current Operating Budget which includes updated projections and other information respecting forecasts. (ii) to the Collateral and the businesses of Borrower and Guarantor, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall extent not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondenceprovided under clause (i) above, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, (but in form and substance satisfactory to Lender, stating that such correspondence is subject to any event within thirty business days) after the attorney-client privilege and furnishing it to Lender would constitute a waiver discovery or receipt of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy notice of any financial statement default under any agreement to which it or any Subsidiary is a party or any other information relating event or circumstance affecting the Company or any Subsidiary (including without limitation the filing of any 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), which default, event or circumstance would have a Material Adverse Effect, a certificate from the Company specifying the nature and period of existence thereof and what actions the Company has taken and proposes to take with respect thereto; (iii) to the businesses of Borrower and Guarantor to any court extent not provided under clause (i) above, concurrently with the transmission or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expenserelease thereof, copies of all press releases made available generally by the Company to the public concerning material developments in the Company's or any Subsidiary's business; (iv) within ten days after transmission thereof, copies of all registration statements, proxy statements and all regular, special or periodic reports which the Company files, or, to the Company's Knowledge, any of its officers or directors file with respect to the Company, with the SEC or with any securities exchange on which any of its securities are then listed; and (v) to the extent not provided under clause (i) above, with reasonable promptness, such other information and financial data concerning the Company as Purchaser may reasonably request. Each of the documents, notices and information referred to in this Section 4A (other than financial statements and the Operating Budget) shall be true and correct in all material respects and each of the financial statements referred to in this Section 4A shall be prepared in accordance with GAAP and shall present fairly the consolidated financial position, cash flows and results of Borrower operations of the Company and Guarantor the Subsidiaries as of the dates and any reports or management letters prepared by such accountants or auditors on behalf for the periods stated therein; provided, however, that the unaudited financial statements are subject to changes resulting from normal year-end audit adjustments (none of Borrower which would have a Material Adverse Effect) and Guarantor may lack footnotes and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writingpresentation items.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of such Borrower and Guarantor its subsidiaries (if any) and their Subsidiaries International shall, in accordance with GAAP and Borrower and Guarantor shall GAAP, furnish or cause to be furnished to LenderAgent: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and statements, and, if Borrowers have any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, loss and statements of cash flow and statements of shareholders' equityflow), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its Subsidiaries their subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited and, if Borrowers have any subsidiaries, audited consolidating financial statements of Guarantor Borrowers and its Subsidiaries their subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its Subsidiaries their subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrowers and its Subsidiaries their subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower Borrowers shall promptly notify Lender Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's Borrowers' business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor Borrowers shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender Agent copies of all reports which Borrower or Guarantor sends Borrowers send to its their stockholders generally and copies of all reports and registration statements which Borrower files Borrowers file with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor Borrowers shall furnish or cause to be furnished to Lender Agent such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrowers, as Lender Agent may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to . Agent and Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is are hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor Borrowers to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and LenderAgent, at Borrower's expense, copies of the financial statements of Borrower and Guarantor Borrowers and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor Borrowers and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrowers. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Agent, except as otherwise designated by Borrower Borrowers to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor Borrowers, Guarantors and their Subsidiaries in accordance with GAAP and Borrowers and Guarantors shall promptly furnish to Lender all such financial and other information as Lender shall reasonably request relating to the Collateral and the assets, business and operations of Borrower and Guarantor Guarantors, and to notify the auditors and accountants of Borrowers and Guarantors that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall each furnish or cause to be furnished to Lender, the following: (i) within thirty (30) days after the end of each fiscal month, (A) monthly unaudited consolidated financial statements statements, and unaudited consolidating financial statements for Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of each of Parent and its Subsidiaries, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, and (B) monthly unaudited consolidated financial statements, and unaudited consolidating financial statements for Borrowers (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrowers as of the end of and through such fiscal month, certified to be correct by the chief financial officer of each of Borrowers, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit C hereto along with a schedule in form reasonably satisfactory to Lender of the calculations used in determining, as of the end of such month, whether Borrowers were in compliance with the covenants set forth in Sections 9.10(d), 9.12(a)(iii), and 9.15 of this Agreement for such month; (ii) within forty-five (45) days after the end of each fiscal quarter, (A) quarterly unaudited consolidated financial statements of Parent and its Subsidiaries (including in each case, balance sheets, statements of income and loss and statements of cash flow) and unaudited consolidating financial statements of Parent and its Subsidiaries (including in each case, balance sheets, statements of income and loss and statements of cash flow), in each case all in reasonable detail, fairly presenting the financial position and the results of operations of Parent and its Subsidiaries as of the end of and through such fiscal quarter, and (B) quarterly unaudited consolidated financial statements of Borrowers (including in each case, balance sheets, statements of income and loss and statements of cash flow) and unaudited consolidating financial statements of Borrowers (including in each case, balance sheets, statements of income and loss and statements of cash flow), in each case all in reasonable detail, fairly presenting the financial position and the results of operations of Borrowers as of the end of and through such fiscal quarter, and (iii) within ninety (90) days after the end of each fiscal year, (A) audited consolidated financial statements and unaudited audited consolidating financial statements of Guarantor Parent and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Parent and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and Parent and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Parent and its Subsidiaries as of the end of and for the fiscal year then ended, and (B) audited consolidated financial statements and audited consolidating financial statements of Borrowers (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrowers as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrowers and Parent and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrowers as of the end of and for the fiscal year then ended. (b) Borrower Borrowers and Guarantors shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding loss or claim relating to the damage that involves Collateral or any other property which is security for the Obligations or which would result having a value in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwiseexcess of $500,000, (ii) any action, suit or proceeding relating to Collateral having a value in excess of $500,000, (iii) any Material Contract of a Borrower or Guarantor being terminated or amended or any new Material Contract entered into (in which event such Borrower or Guarantor shall provide Lender with a copy of such Material Contract), (iiiiv) any order, judgment or decree in excess of $250,000 1,000,000 shall have been entered against a Borrower or Guarantor or any of its properties or assets, (ivv) any notification of violation of laws or regulations received by Borrowera Borrower or Guarantor, (vvi) any ERISA Event, and (vivii) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower Borrowers and Guarantor Guarantors shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which any Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which any Borrower or Guarantor files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower Borrowers and Guarantor Guarantors shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower Borrowers and GuarantorGuarantors, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower Borrowers and Guarantor Guarantors to any court or other Governmental Authority or to any participant Participant or assignee or prospective participant Participant or assignee. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's Borrowers' expense, copies of the financial statements of Borrower Borrowers and Guarantor Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of Borrower Borrowers and Guarantor Guarantors and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower Borrowers and GuarantorGuarantors. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower Borrowers to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, and statements of cash flow and statements (such statement of shareholders' equitycash flow to be prepared on a consolidated basis only)), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, loss and statements of cash flow and statements (such statement of shareholders' equitycash flow to be prepared on a consolidated basis only)), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of Xxxxxx Xxxxxxxx LLP or another independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any material loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender access to, and the ability to obtain copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Once each year, so long as no Event of Default has occurred, Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and Guarantor, as Lender may, from time to time, reasonably request, except that which Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result prepares in the waiver ordinary course of its business, provided that during the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, continuance of an Event of Default Borrower and Guarantor shall provide to such information as and when Lender an opinion letter, in form and substance satisfactory to Lender, stating that requests such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondenceinformation. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority or government agency or, provided, that such party has executed a confidentiality agreement acceptable to Borrower and Lender in their reasonable determination, to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements reports of internal controls of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing. (e) Borrower shall give Lender prior written notice of any amendment to documents evidencing indebtedness of Borrower, Musicland Stores Corporation or any other Company owing to any unrelated third parties.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary each of its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of such Borrower and Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Each Borrower shall promptly furnish to Lender all such financial and other information as Lender shall reasonably request relating to the Collateral and the assets, business and operations of such Borrower, and to notify the auditors and accountants of such Borrower and Guarantor that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to Lender, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its their Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Borrowers, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule in form reasonably satisfactory to Lender of the calculations used in determining, as of the end of such month, whether Borrowers were in compliance with the covenants set forth in Sections 9.18 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal yearyear (other than the fiscal year of Borrowers ending December 31, 2000, which statements shall be furnished on or before June 30, 2001), audited consolidated financial statements and unaudited audited consolidating financial statements of Guarantor Borrowers and its their Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrowers and its their Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrowers and its their Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower Borrowers shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwiseMaterial Adverse Effect, (ii) any Material Contract of a Borrower being terminated or amended or any new Material Contract entered into (in which event such Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 100,000 shall have been entered against any Borrower or any of its properties Properties or assets, (iv) any notification of violation of laws or regulations received by Borrowerany Borrower involving an amount in excess of $50,000, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor Borrowers shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends Borrowers send to its their stockholders generally and copies of all reports and registration statements which Borrower files Borrowers file with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor Borrowers shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrowers, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor Borrowers to any court or other Governmental Government Authority or to any participant or assignee or prospective participant or assignee. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's Borrowers' expense, copies of the financial statements of such Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of such Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and Guarantorsuch Borrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower Borrowers to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: : (i) within thirty twenty-five (3025) days after the end of each fiscal month, monthly unaudited consolidated financial statements and statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, and statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month and month; and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited and, if Borrower has any subsidiaries, audited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of of: (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all financial reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting in respect of the Collateral and the businesses business of Borrower and Guarantor67 Borrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their its Subsidiaries in accordance with GAAP GAAP. Borrower shall promptly furnish to Lender all such financial and other information as Lender shall reasonably request relating to the Collateral and the assets, business and operations of each Borrower, and to notify the auditors and accountants of each Borrower and Guarantor that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to Lender, the following: (i) within thirty (30) days after the end of each fiscal monthmonth (other than the end of a fiscal quarter), monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Duck Head and its Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of Duck Head, subject to normal year-end adjustments, (ii) within forty-five (45) days after the end of each fiscal quarter (other than at the end of the fiscal year), unaudited consolidated financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders' equity) and (iiiii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Duck Head and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Duck Head and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Duck Head and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Each Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in such Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract of any Borrower being terminated or amended or any new Material Contract entered into (in which event such Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 500,000 shall have been entered against any Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by any Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor Borrowers shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which any Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Without limiting the rights of Lender under any other provision of this Agreement, as soon as available, but in any event not later than three (3) days after the end of each calendar month, each Borrower shall deliver to Lender, in form and Guarantor substance satisfactory to Lender, in each case certified by the chief financial officer of such Borrower as true and correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by such Borrower in the immediately preceding month (subject to year-end or periodic adjustments) which have not executed Collateral Access Agreements, and (ii) the addresses of existing retail store locations closed, in each case since the date of the most recent certificate delivered to Lender containing the information required under this clause. (e) Borrowers shall deliver, or cause to be delivered, to Lender, within ninety (90) days from the date hereof, an opening unaudited consolidated balance sheet of Duck Head and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the Distribution Agreements which present fairly the financial condition of Borrower as of such date. (f) Each Borrower shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and Guarantorsuch Borrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of any Borrower and Guarantor to any court or other Governmental Authority to the extent required by statute, rule, regulation, subpoena or court order or to any participant or assignee or prospective participant or assignee. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's Borrowers' expense, copies of the financial statements of Borrower and Guarantor Borrowers and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor Borrowers and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrowers. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to LenderAgent: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements statements, (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month subject to such revisions as may be reflected on the quarterly unaudited consolidated financial statements filed by Borrower with the Securities and Exchange Commission; and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to LenderAgent, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender Agent in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, Material Adverse Effect and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice notice, or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender Agent copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender Agent such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender Agent may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondencerequests. Lender Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency if required by law or order or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and LenderAgent, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Agent, except as otherwise designated by Borrower to Lender and Collateral Agent in writing. (e) Along with the set of financial statements delivered to Agent pursuant to Section 9.6(a)(ii) hereof, Borrower shall deliver to Agent a certificate from its chief financial officer or treasurer setting forth that the signer has reviewed the relevant terms of this Agreement, and has made (or caused to be made under his supervision) a review of the transactions and condition of Borrower from the beginning of the fiscal year covered by the statement being delivered therewith to the date of the certificate, and that such review has not disclosed the existence during such period of any condition or event which 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 Borrower has taken or proposes to take with respect thereto. (f) Agent acknowledges its execution of that certain Non-Disclosure and Confidentiality Agreement dated December 5, 2001 and Lender acknowledges that Agent has delivered a copy of same to Lender, which agrees to be bound as if it were a signatory thereto.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty forty (3040) days after the end of each fiscal month, monthly unaudited consolidated financial statements and statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow loss and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month and (ii) within ninety one hundred twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and unaudited and, if Borrower has any subsidiaries, audited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all financial reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting in respect of the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing. (e) Borrower shall deliver, or cause to be delivered, to Lender, within ninety (90) days from the date hereof, opening balance sheets prepared by independent certified public accountants, which accountants shall be a nationally recognized independent accounting firm selected by Borrower and reasonably acceptable to Lender, and certified by such accountants to the effect that such opening balance sheets have been prepared in accordance with GAAP and present fairly the financial condition of Borrower as of such date.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation Promptly deliver to the Collateral and the businesses of Borrower and Guarantor and their Subsidiaries in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: Bank (i) quarterly, within thirty sixty (3060) days after the end of each of its fiscal monthquarters, monthly unaudited its 10Q statement and a consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements statement of income and loss, statements of cash flow and statements of shareholders' equity)the Borrower, all in reasonable detail, fairly presenting in all material respects the financial position Guarantors and the results each of the operations of Guarantor Borrower's and its Guarantors' Subsidiaries as of the end of such quarter, which financial statement shall consider of income and through cash flows for such period, for the corresponding period in the previous fiscal month year, with a consolidated balance sheet as of the end of such period; the quarterly financial statements to be internally prepared and verified in writing by the chief executive officer of the Borrower, all guarantors and each of Borrower's and Guarantors' Subsidiaries; and in such detail as the Bank may request; (ii) within ninety one hundred twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor the Borrower's, each Guarantors' and each of Borrower's and Guarantors' Subsidiaries' income and cash flows and its Subsidiaries (including in each case consolidated balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries sheet as of the end of and for such fiscal year, together with setting forth comparative figures for the opinion of preceding fiscal year and to be (check applicable box, if no box is checked the financial statements shall be audited): by an independent certified public accountants, which accountants accountant acceptable to the Bank; all such statements shall be an independent accounting firm selected certified by the Borrower's and each Guarantors' and each Subsidiary of Borrower and reasonably acceptable each Guarantors' chief financial officer to Lender, that such financial statements have been prepared be correct and in accordance with GAAP, the Borrowers and each Guarantors' and each Subsidiary of Borrower and each Guarantors' records and to present fairly in all material respects the results of the Borrower's and each Guarantors' and each Subsidiary of Borrower and each Guarantors' operations and financial condition of Guarantor cash flows and its Subsidiaries as of the end of financial position at year end; and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any orderwith each statement of income, judgment a certificate executed by the Borrower's and each Guarantors' and each Subsidiary of Borrower and each Guarantors' chief executive and chief financial officers or decree in excess other such person responsible for the financial management of $250,000 shall have been entered against the Borrower or any and each Guarantors' and each Subsidiary of its properties or assetsBorrower and each Guarantors (A) setting forth the computations required to establish the Borrower's and each Guarantors' and each Subsidiary of Borrower and each Guarantors' compliance with each financial covenant, if any, during the statement period, (ivB) any notification stating that the signers of violation the certificate have reviewed this Agreement and the operations and condition (financial or other) of laws or regulations received by Borrower, (v) any ERISA Event, the Borrower and each Guarantors' and each Subsidiary of Borrower and each Guarantors during the relevant period and (viC) the occurrence of any stating that no Event of Default occurred during the period, or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute if an Event of Default. (cDefault did occur, describing its nature, the date(s) of its occurrence or period of existence and what action the Borrower and Guarantor each Guarantors' and each Subsidiary of Borrower and each Guarantors has taken with respect thereto. The Borrower and each Guarantors' and each Subsidiary of Borrower and each Guarantors shall also promptly after provide the sending or filing thereof furnish or cause to be furnished to Lender Bank with copies of all reports which Borrower annual reports, proxy statements and similar information distributed to shareholders, partners or Guarantor sends to its stockholders generally members, and copies of all reports and registration statements which Borrower files filings with the Securities and Exchange CommissionCommission and the Pension Benefit Guaranty Corporation, any national securities exchange and shall provide, in form satisfactory to the Bank, such additional information, reports or other information as the National Association Bank may from time to time reasonably request regarding the financial and business affairs of Securities Dealers, Inc. (d) the Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections each Guarantors' and other information respecting the Collateral and the businesses each Subsidiary of Borrower and Guarantoreach Guarantors. If the Borrower is an individual, the Borrower shall provide annually a personal financial statement in form and detail acceptable to the Bank and such other financial information as Lender may, the Bank may from time to time, time reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower and Guarantor to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a1) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their its Subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: : (ia) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements of Borrower (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries Borrower as of the end of and through such fiscal month and month; (iib) within ninety sixty (9060) days after the end of each fiscal yearyear quarter, audited quarterly unaudited consolidated financial statements and unaudited consolidating financial statements of Guarantor and its Subsidiaries Borrower (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower as of the end ofand through such fiscal quarter; and (c) within one hundred twenty (120) days after the end of each fiscal year, audited consolidated and consolidating financial statements of Borrower (including in each case balance sheets, statements of income and loss, statements of changes in financial position and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public chartered accountants, which accountants shall be an a nationally recognized independent accounting firm or, if not, another independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor and its Subsidiaries Borrower as of the end of and for the fiscal year then ended. (b2) Borrower shall promptly notify Lender in writing of the details of of (ia) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, ; and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vib) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c3) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor GLC sends to its stockholders shareholders generally and copies of all reports and registration statements which Borrower or GLC files with the Securities and Exchange Commission, any and United States or Canadian national securities exchange or the National Association of Securities Dealers, Inc.any provincial securities commission or securities exchange. (d4) Within thirty (30) days after the date hereof, Borrower shall furnish or cause to be furnished to Lender updated projected balance sheets and income statements of GLC and its Subsidiaries after giving effect to the transactions contemplated by this Agreement. (5) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting in respect of the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any information provided to Lender pursuant to this Section 9.6(5) shall be subject to Section 12.6 hereof. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing. (6) Borrower shall deliver to Lender within five (5) days after the applicable due date for the payment thereof, a statement in form satisfactory to Lender confirming the payment of rent and other amounts when due to owners and lessors of real property used by Borrower, including, but not limited to amounts due under a lease agreement to 000 Xxx Xxxx Xxxx Portfolio Inc. and Taradown Holdings Inc., certified by the chief financial officer of Borrower as true and correct. (7) Borrower shall deliver to Lender within five (5) days after the applicable due date for the payment thereof, a statement in form satisfactory to Lender confirming the remittance of such taxes and duties then due by Borrower to the governmental authority responsible for collecting such taxes and duties certified by the chief financial officer of Borrower as true and correct.

Financial Statements and Other Information. (ai) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower Borrowers and Guarantor and their Subsidiaries in accordance with GAAP and Borrower Borrowers and Guarantor shall promptly furnish to Lender all such financial and other information as Lender shall reasonably request relating to the Collateral and the assets, business and operations of Borrower and Guarantor, and to notify the auditors and accountants of Borrowers and Guarantor that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantor shall each furnish or cause to be furnished to Lender, the following: (i) within thirty (30) days after the end of each fiscal month, (A) monthly unaudited consolidated financial statements statements, and unaudited consolidating financial statements for Guarantor and each Borrower (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries each Borrower as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of each of Guarantor and each Borrower, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, and (B) monthly unaudited consolidated financial statements, and unaudited consolidating financial statements for Borrowers (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrowers as of the end of and through such fiscal month, certified to be correct by the chief financial officer of each of Borrowers, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form and content acceptable to Lender along with a schedule in form reasonably satisfactory to Lender of the calculations used in determining, as of the end of such month, whether Borrowers were in compliance with the covenants set forth in Sections 5(i),5(k) and 5(n) and of this Agreement for such month; (ii) within forty-five (45) days after the end of each fiscal quarter, (A) quarterly unaudited consolidated financial statements of Guarantor and each Borrower (including in each case, balance sheets, statements of income and loss and statements of cash flow) and unaudited consolidating financial statements of each Borrower and Guarantor (including in each case, balance sheets, statements of income and loss and statements of cash flow), in each case all in reasonable detail, fairly presenting the financial position and the results of operations of Guarantor and each Borrower as of the end of and through such fiscal quarter, and (B) quarterly unaudited consolidated financial statements of Borrowers (including in each case, balance sheets, statements of income and loss and statements of cash flow) and unaudited consolidating financial statements of Borrowers (including in each case, balance sheets, statements of income and loss and statements of cash flow), in each case all in reasonable detail, fairly presenting the financial position and the results of operations of Borrowers as of the end of and through such fiscal quarter, and (iii) within ninety (90) days after the end of each fiscal year, (A) audited consolidated financial statements and unaudited audited consolidating financial statements of Guarantor and its Subsidiaries each Borrower (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor and its Subsidiaries each Borrower as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and Guarantor and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor and its Subsidiaries each Borrower as of the end of and for the fiscal year then ended, and (B) audited consolidated financial statements and audited consolidating financial statements of Borrowers (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrowers as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrowers and Guarantor and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrowers as of the end of and for the fiscal year then ended. (bii) Borrower Borrowers and Guarantor shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding loss or claim relating to the damage that involves Collateral or any other property which is security for the Obligations or which would result having a value in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwiseexcess of $500,000, (ii) any action, suit or proceeding relating to Collateral having a value in excess of $500,000, (iii) any Material Contract of a Borrower or Guarantor being terminated or amended or any new Material Contract entered into (in which event such Borrower or Guarantor shall provide Lender with a copy of such Material Contract), (iiiiv) any order, judgment or decree in excess of $250,000 1,000,000 shall have been entered against a Borrower or Guarantor or any of its properties or assets, (ivv) any notification of violation of laws or regulations received by Borrowera Borrower or Guarantor, (vvi) any ERISA Event, and (vivii) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (ciii) Borrower Borrowers and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which any Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which any Borrower or Guarantor files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (div) Borrower Borrowers and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower Borrowers and Guarantor, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower Borrowers and Guarantor to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's Borrowers' expense, copies of the financial statements of Borrower Borrowers and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower Borrowers and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower Borrowers and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower Borrowers to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their its Subsidiaries in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements statements, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited audited consolidating financial statements of Guarantor Borrower and its Subsidiaries (including in each 52 case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any material loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish to Lender: (i) promptly and in any event within ten (10) Business Days after any officer of Borrower or cause any ERISA Affiliate knows or has reason to be furnished to Lender know that any ERISA Event has occurred, a written statement of the chief financial officer or other appropriate officer of Borrower or ERISA Affiliate describing such budgets, forecasts, projections and other information respecting the Collateral event and the businesses action, if any, which Borrower or such ERISA Affiliate proposes to take with respect thereto; (ii) promptly and in any event within ten (10) Business Days after any officer of Borrower or any ERISA Affiliate knows or has reason to know that a contribution or payment under any Plan has been not made when due (except for contributions to defined contribution plans that are de minimis in amount and Guarantor, as Lender may, result from time to time, reasonably request, except that reasonable administrative delays and which are timely corrected in the ordinary course) a written statement of the chief financial officer of Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between such ERISA Affiliate describing such event and the action, if any, which Borrower or Guarantor such ERISA Affiliate proposes to take with respect thereto; (iii) promptly and its counsel which is in any event within thirty (30) days after the filing thereof by Borrower, with respect to any Pension Plan, and by any ERISA Affiliate, with respect to any Pension Plan subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver Section 412 of the attorney-client privilege as to such correspondence so furnished to LenderCode, provideda copy of each annual report (Form 5500 Series, thatincluding Schedule B thereto), as and upon request by a Lender with respect to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject other Plan including any Multiemployer Plan to the attorney-client privilege extent Borrower may obtain such report through reasonable efforts; (iv) promptly and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver in any event within ten (10) Business Days after receipt thereof, a copy of any financial statement adverse notice, determination letter, ruling or opinion Borrower or any other information relating to ERISA Affiliate receives from the businesses Department of Borrower and Guarantor Labor or Internal Revenue Service with respect to any court or other Governmental Authority or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Plan and, at the request of Lender, at Borrower's expensea copy of any favorable notice, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writing.determination

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and its General Partner shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its General Partner in accordance with GAAP and Borrower and Guarantor its General Partner shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow loss and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries General Partner as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Borrower and its Subsidiaries General Partner (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries General Partner as of the end of and for such fiscal year, together with the opinion letter of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower or its General Partner and reasonably acceptable to Lender and in form and substance reasonably satisfactory to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor its General Partner sends to its stockholders generally and copies of all reports and registration statements which Borrower its General Partner files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and Guarantorits General Partner, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor its General Partner (i) if required by applicable law to any court or other Governmental Authority government agency or (ii) in any event to any participant or assignee or prospective participant or assignee. Borrower and Guarantor its General Partner hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor its General Partner and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor its General Partner and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and Guarantorits General Partner. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty forty-five (3045) days after the end of each fiscal month, monthly unaudited consolidated financial statements and statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow loss and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited and, if Borrower has any subsidiaries, audited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would is reasonably likely to result in any material adverse change in the value of the Collateral or in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise or impair Lender's ability to enforce the Obligations or realize on the Collateral and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and request in its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondencereasonable credit judgment. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower and Guarantor. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be), except as otherwise designated by Borrower to Lender and Collateral Agent in writing.and

Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor Borrowers, Guarantors and their Subsidiaries in accordance with GAAP and Borrowers and Guarantors shall promptly furnish to Lender all such financial and other information as Lender shall reasonably request relating to the Collateral and the assets, business and operations of Borrower and Guarantor Guarantors, and notify the auditors and accountants of Borrowers and Guarantors that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall each furnish or cause to be furnished to Lender, the following: (i) within thirty twenty (3020) days after the end of each fiscal month, monthly a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule in form reasonably satisfactory to Lender of the calculations used in determining, as of the end of such month, (A) whether Borrowers were in compliance with the covenant set forth in Section 9.18 of this Agreement for such month and (B) a calculation of the Exempted Debt Limit and Exempted Debt Availability; and (ii) within forty-five (45) days after the end of each of the first three fiscal quarters, unaudited consolidated financial statements statements, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity)) in form consistent with those statements delivered to Lender prior to the date hereof, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Pep Boys and its Subsidiaries as of the end of and through such fiscal quarter, certified to be correct by the chief financial officer or Vice President-Finance of each of Borrowers, subject to normal year-end adjustments, and accompanied by the certificate described in Section 9.6 (e) hereof, and a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule in form reasonably satisfactory to Lender of the calculations used in determining, as of the end of such quarter, (A) whether Borrowers were in compliance with the covenant set forth in Section 9.18 of this Agreement for such month and the calculations used in determining the Fixed Charge Coverage Ratio for purposes of determining the Interest Rate as of the last day of the immediately preceding fiscal quarter and (iiB) a calculation of the Exempted Debt Limit and Exempted Debt Availability, and (iii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of Guarantor Pep Boys and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Pep Boys and its Subsidiaries as of the end of and for such fiscal year, together with the unqualified (in any material respect) opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Pep Boys and its Subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower Borrowers, shall furnish to Lender upon its request, internally prepared monthly balance sheets, and profit and loss statements. (c) Borrowers and Guarantors shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding loss or claim relating to the damage that involves Collateral or any other property which is security for the Obligations having a value in excess of $1,000,000 or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwiseMaterial Adverse Effect, (ii) any action, suit or proceeding relating to Collateral having a value in excess of $1,000,000, (iii) any Material Contract of a Borrower or Guarantor being terminated or amended or any new Material Contract entered into (in which event such Borrower or Guarantor shall provide Lender with a copy of such Material Contract), (iiiiv) any order, judgment or decree in excess of $250,000 5,000,000 shall have been entered against a Borrower or Guarantor or any of its properties or assets, (ivv) any notification of a material violation of laws or regulations received by Borrowera Borrower or Guarantor, (vvi) any ERISA Event, and (vivii) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (cd) Borrower Borrowers and Guarantor Guarantors shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which any Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which any Borrower or Guarantor files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (de) Without limiting the rights of Lender under any other provision of this Agreement, as soon as available, but in any event not later than forty-five (45) days after the end of each fiscal quarter or more frequently as Lender may request, but no more frequently than monthly, Borrowers and Guarantors shall deliver to Lender, in form and reasonably substance satisfactory to Lender, in each case certified by the chief financial officer or Vice-President-Finance of Pep Boys as true and correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrowers and Guarantors in the immediately preceding fiscal quarter, subject to year-end or periodic adjustments or setting forth the amount of such rent or other amounts which have been deferred and remain payable, (ii) the addresses of all third party or new retail store locations of Borrowers and Guarantors opened or closed since the date of the most recent certificate delivered to Lender containing the information required under this subsection (ii), or if no such certificate has been delivered, then since the date hereof (and as to store locations closed, such information with respect to the sale of any assets at such store location as Lender may from time to time reasonably request), and (iii) a report of any new deposit account, investment accounts, securities accounts or other accounts established or used by Borrowers and Guarantors with any bank or other financial institution, including the Borrower or Guarantor in whose name the account is maintained, the account number, the name and Guarantor address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the date of such report. (f) Borrowers and Guarantors shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses of Borrower Borrowers and GuarantorGuarantors, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses of Borrower Borrowers and Guarantor Guarantors to any court or other Governmental Authority or to any participant Participant or assignee or prospective participant Participant or assignee. Each Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's Borrowers' expense, copies of the financial statements of Borrower Borrowers and Guarantor Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of Borrower Borrowers and Guarantor Guarantors and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses of Borrower Borrowers and GuarantorGuarantors. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower Borrowers to Lender and Collateral Agent in writing.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements and statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow loss and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month and month, (ii) within forty-five (45) days after the end of each fiscal quarter, a store-by-store profitability report for each of Borrower's retail locations, and (iii) simultaneously with the delivery of the same to the Securities and Exchange Commission (or, if Borrower is not then required to deliver such financial statements to the Securities and Exchange Commission, within ninety (90) days after the end of each fiscal year), audited consolidated financial statements and unaudited and, if Borrower has any subsidiaries, audited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding loss not reserved for by Borrower or claim relating to the Collateral having a Value of $50,000 or more or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all financial reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting in respect of the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing. (e) Borrower shall deliver, or cause to be delivered, to Lender, within one hundred twenty (120) days from the date hereof, opening balance sheets prepared by independent certified public accountants, which accountants shall be a nationally recognized independent accounting firm selected by Borrower and reasonably acceptable to Lender, and certified by such accountants to the effect that such opening balance sheets have been prepared in accordance with GAAP and present fairly the financial condition of Borrower as of such date.

Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the businesses business of Borrower and Guarantor and their Subsidiaries its subsidiaries (if any) in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty forty-five (3045) days after the end of each fiscal month, monthly unaudited consolidated financial statements and statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, sheets and statements of income and loss, and, in the case of the third, sixth, ninth and twelfth months of Borrower's fiscal year, and such other months as, at any time after the occurrence and during the continuance of an Event of Default, Lender shall request, statements of cash flow flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and unaudited and, if Borrower has any subsidiaries, audited consolidating financial statements of Guarantor Borrower and its Subsidiaries subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be (i) one of the national accounting firms presently considered as one of the five largest (or their successor), or (ii) an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Guarantor Borrower and its Subsidiaries subsidiaries as of the end of and for the fiscal year then ended. (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations or which would result in any material adverse change in Borrower's business, properties, assets, goodwill or condition, financial or otherwise, otherwise and (ii) any Material Contract being terminated or amended or any new Material Contract entered into (in which event Borrower shall provide Lender with a copy of such Material Contract), (iii) any order, judgment or decree in excess of $250,000 shall have been entered against Borrower or any of its properties or assets, (iv) any notification of violation of laws or regulations received by Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of Default or act, condition or event which, with notice or the passage of time or giving of notice or both, would constitute an Event of Default. (c) Borrower and Guarantor shall promptly after the sending or filing thereof furnish or cause to be furnished to Lender copies of all reports which Borrower or Guarantor sends to its stockholders generally and copies of all reports and registration statements which Borrower files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc. (d) Borrower and Guarantor shall furnish or cause to be furnished to Lender such budgets, forecasts, projections and other information respecting the Collateral and the businesses business of Borrower and GuarantorBorrower, as Lender may, from time to time, reasonably request, except that Borrower or Guarantor shall not be ------ ---- required to furnish to Lender any correspondence between Borrower or Guarantor and its counsel which is subject to attorney-client privilege if the effect of furnishing such correspondence to Lender would result in the waiver of the attorney-client privilege as to such correspondence so furnished to Lender, provided, that, as to any such correspondence, promptly -------- ---- upon Lender's request, Borrower and Guarantor shall provide to Lender an opinion letter, in form and substance satisfactory to Lender, stating that such correspondence is subject to the attorney-client privilege and furnishing it to Lender would constitute a waiver of the attorney-client privilege as to such correspondence. Lender is hereby authorized to deliver a copy of any financial statement or any other information relating to the businesses business of Borrower and Guarantor to any court or other Governmental Authority government agency or, upon prior written notice to Borrower or upon obtaining an agreement from such Person to maintain the confidentiality of such information, to any participant or assignee or prospective participant or assignee. Borrower and Guarantor hereby irrevocably authorizes and directs all accountants or auditors to deliver to Collateral Agent and Lender, at Borrower's expense, copies of the financial statements of Borrower and Guarantor and any reports or management letters prepared by such accountants or auditors on behalf of Borrower and Guarantor and to disclose to Collateral Agent and Lender such information as they may have regarding the businesses business of Borrower and GuarantorBorrower. Any documents, schedules, invoices or other papers delivered to Collateral Agent or Lender may be destroyed or otherwise disposed of by Lender or Collateral Agent (as the case may be) one (1) year after the same are delivered to Lender or Collateral Agent (as the case may be)Lender, except as otherwise designated by Borrower to Lender and Collateral Agent in writing. 9.